Exhibit
10.1

    


    INDEMNITY
AGREEMENT

     

    THIS
INDEMNITY AGREEMENT (the "Agreement") is made and
entered into as of October 29, 2009 (the "Effective Date") between BreitBurn Energy Partners
L.P., a Delaware limited partnership (the "Company"), and Halbert S. Washburn (the
"Indemnitee"), and for
the limited purpose of Section 25 of this Agreement, BreitBurn GP LLC, a
Delaware limited liability company and general partner of the Company ("BBGP").

     

    WITNESSETH
THAT:

     

    A.            Experienced
and competent persons have become more reluctant to serve companies as
directors, managers or officers unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate
risks of claims and actions against them arising out of their service to and
activities on behalf of the entity;

     

    B.            The
Board of Directors (the "Board") of BBGP has determined
that, in order to attract and retain qualified individuals, the Company will
attempt to maintain on an ongoing basis, at its sole expense, liability
insurance to protect persons serving the Company and its subsidiaries from
certain liabilities.  In addition, the First Amended and Restated
Agreement of Limited Partnership of the Company, as amended (the "LP Agreement"), requires
indemnification of the members, partners, directors, officers, fiduciaries or
trustees of the Company.  The LP Agreement states that its
indemnification provisions are in addition to any other indemnification rights
of the Indemnitee under any other agreement;

     

    C.           The
Board has determined that the increased difficulty in attracting and retaining
such persons is detrimental to the best interests of the Company and that the
Company should act to assure such persons that there will be increased certainty
of such protection in the future;

     

    D.           The
Indemnitee does not regard the protection available under the LP Agreement and
insurance policies maintained by the Company as adequate in the present
circumstances, and may not be willing to serve as a director, officer, manager
or other Enterprise Fiduciary (as defined below) of the
Company or BBGP or their subsidiaries or affiliates without adequate protection,
and the Company desires the Indemnitee to serve in such capacity.  The
Indemnitee is willing to serve, or to continue to serve, or to take on
additional service for, the Company or its affiliates or other Enterprises
(as defined below) as a
director, officer, manager or other Enterprise Fiduciary on condition that the
Indemnitee be indemnified, and in consideration for being indemnified, as
provided for in this Agreement;

     

    E.           It
is reasonable, prudent and necessary for the Company to contractually obligate
itself to indemnify, and to advance Expenses on behalf of, such persons so that
they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified;

     

    F.           This
Agreement is supplemental to the LP Agreement and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of the Indemnitee under either such agreement or
resolutions;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    NOW,
THEREFORE, in consideration of the Indemnitee's agreement to serve or continue
to serve as a director, officer, manager or other Enterprise Fiduciary after the
date hereof, the parties hereto agree as follows:

     

    1.            Definitions.  For
purposes of this Agreement:

     

    (a)          "Chancery Court" means the
Delaware Court of Chancery.

     

    (b)          "Change of Control" means, and
shall be deemed to have occurred upon the earliest to occur after the date of
this Agreement of any of the following:

     

    (i)           any
"person" or "group" within the meaning of those terms as used in Sections 13(d)
and 14(d)(2) of the Exchange Act, other than the Company, shall become the
beneficial owner, directly or indirectly, by way of merger, consolidation,
recapitalization, reorganization or otherwise, of 50% or more of the combined
voting power of the equity interests or of a controlling interest in BreitBurn
Management Company, LLC, BBGP or the Company;

     

    (ii)           the
limited partners of the Company approve, in one or a series of transactions, a
plan of complete liquidation of the Company;

     

    (iii)          the
sale or other disposition by the Company of all or substantially all of its
assets in one or more transactions to any Person other than the Company or a
subsidiary of the Company;

     

    (iv)          a
transaction resulting in a person or entity other than BBGP being the general
partner of the Company; or

     

    (v)           any
time at which individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the Effective
Date whose election, or nomination for election by the Company's unitholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board will be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as the result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Incumbent Board.

     

    (c)          "Company Status" describes the
status of a person who is or was an Enterprise Fiduciary.

     

    (d)        
 "Disinterested
Director" means a director of BBGP who is not and was not a party to the
Proceeding in respect of which indemnification is sought by the
Indemnitee.

     

    (e)          "Enterprise" shall mean the
Company and any other limited partnership, limited liability company,
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that the Indemnitee is or was serving at the request of the Company
or any subsidiary or affiliate of the Company as a director, manager, officer,
trustee, partner, managing member, employee, fiduciary or other Enterprise
Fiduciary.

     

    
      
         


      

      
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    (f)          "Enterprise Fiduciary" shall
mean any person who is or was a director, manager, officer, trustee, partner,
managing member, employee or fiduciary of the Company or a subsidiary or
affiliate of the Company or other person authorized by the Company to act for
the Company or any subsidiary or affiliate of the Company, to include such
person serving in such capacity as a director, manager, officer, trustee,
partner, managing member, employee, fiduciary, or other official of another
limited partnership, limited liability company, corporation, partnership, joint
venture, trust, employee benefit plan, or other Enterprise at the request of the
Company or any subsidiary or affiliate of the Company, or for the convenience
of, or to represent the interests of the Company or a subsidiary or affiliate of
the Company.

     

    (g)         "Expenses" shall include all
reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, any federal, state,
local or foreign taxes imposed on Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement, ERISA excise taxes and penalties,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding.  Expenses also shall include (i) Expenses incurred
in connection with any appeal resulting from any Proceeding, including the
premium, security for, and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent, (ii) expenses incurred in
connection with recovery under any director's and officer's liability insurance
policies maintained by the Company regardless of whether the Indemnitee is
ultimately determined to be entitled to such indemnification, advancement of
Expenses or insurance recovery, as the case may be, or (iii)  for
purposes of Section 9(e) only, Expenses incurred by the Indemnitee in
connection with the interpretation, enforcement, or defense of the Indemnitee's
rights under this Agreement, by litigation or otherwise.  The parties
agree that for the purposes of any advancement of Expenses for which the
Indemnitee has made written demand to the Company in accordance with this
Agreement, all Expenses included in such demand that are certified by affidavit
of the Indemnitee's counsel as being reasonable shall be presumed conclusively
to be reasonable.  Expenses shall not include amounts paid in
settlement by the Indemnitee or the amount of judgments or fines against the
Indemnitee.

     

    (h)         "Final Adjudication" shall
mean a final judicial decision from which there is no further right to
appeal.

     

    (i)          "Independent Counsel" means a
law firm, or a member of a law firm, that is experienced in matters of public
companies, fiduciary duties, indemnity matters and corporation, limited
partnership and limited liability company law, and neither presently is, nor in
the past five years has been, retained to represent:  (i) the Company
or the Indemnitee in any matter material to either such party (other than with
respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or the Indemnitee in an action to determine the
Indemnitee's rights under this Agreement, unless the party with whom counsel had
a conflict of interest agrees, in such party's sole discretion, to waive such
conflict.  The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities, and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.

     

    
      
         


      

      
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    (j)           "Proceeding" includes any
threatened, pending or completed demand, action, suit, claim, cross claim,
counterclaim, mediation, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought by or in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative
(formal or informal) nature, including any appeal therefrom, in which the
Indemnitee was, is or will be involved as a party, potential party, non-party
witness or otherwise, by reason of the fact that the Indemnitee is or was an
Enterprise Fiduciary, by reason of any action taken by the Indemnitee or of any
inaction on the Indemnitee's part while acting as an Enterprise Fiduciary, or by
reason of the fact that the Indemnitee is or was serving at the request of the
Company or any subsidiary or affiliate of the Company as a director, manager,
officer, employee, fiduciary or other Enterprise Fiduciary of another limited
partnership, limited liability company, corporation, partnership, joint venture,
trust, employee benefit plan or other Enterprise; in each case whether or not
the Indemnitee is acting or serving in any such capacity at the time any
liability or expense is incurred for which indemnification, reimbursement or
advancement of Expenses can be provided under this Agreement; including one
pending on or before the Effective Date. If the Indemnitee believes in good
faith that a given situation may lead to or culminate in the institution of a
Proceeding, this shall be considered a Proceeding under this
paragraph.

     

    (k)          Other
Definitions.  Reference to "other enterprise" shall
include employee benefit plans; references to "fines" shall include any
excise tax assessed with respect to any employee benefit plan; references to
"serving at the request of the
Company" shall include any service as a director, officer, manager,
employee, or other Enterprise Fiduciary of the Company or any subsidiary or
affiliate of the Company which imposes duties on, or involves services by, such
director, officer, manager, employee, or other Enterprise Fiduciary with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in a manner he reasonably believed to be in the interests of the
participants and beneficiaries of an employee benefit plan shall be deemed not
to have acted in "bad
faith" as referred to in this Agreement.

     

    2.           Services to the
Company.  The Indemnitee agrees to serve as an Enterprise
Fiduciary.  The Indemnitee may at any time and for any reason resign
from such position (subject to any other contractual obligation or any
obligation imposed by operation of law), in which event the Company shall have
no obligation under this Agreement to continue the Indemnitee in such
position.  This Agreement is not and shall not be deemed an employment
contract between the Company (or any of its subsidiaries or any other
Enterprise) and the Indemnitee.  The Indemnitee specifically
acknowledges that Indemnitee's employment with the Company (or any of its
subsidiaries or any other Enterprise), if any, is at will, and the Indemnitee
may be discharged at any time for any reason, with or without cause, except as
may be otherwise provided in any written employment contract between the
Indemnitee and the Company (or any of its subsidiaries or any other Enterprise),
other applicable formal severance policies duly adopted by the Board, or, with
respect to service as a director or officer of the Company, by the LP Agreement
and the Delaware Revised Uniform Limited Partnership Act ("DRULPA").  The
foregoing notwithstanding, this Agreement shall continue in force after
Indemnitee has ceased to serve an Enterprise Fiduciary, as provided in
Section 13.

     

    
      
         


      

      
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    3.           Indemnification of the
Indemnitee.  The Company hereby agrees to indemnify the
Indemnitee to the fullest extent permitted by applicable law, with respect to
any Proceeding or any action on his part while acting pursuant to his Company
Status or status as an Enterprise Fiduciary (in each case whether or not serving
in such capacity at the time any liability or Expense is incurred for which
indemnification, reimbursement, or advancement of Expenses can be provided under
this Agreement) regardless of whether any such act, alleged act or event
occurred prior to or after the Effective Date, but subject to the limitations
expressly provided in this Agreement.  The Company shall be deemed to
have requested the Indemnitee to serve as a fiduciary of an employee benefit
plan whenever the performance by the Indemnitee to the Company also imposes
duties on, or otherwise involves services by the Indemnitee to the plan or
participants or beneficiaries of the plan.  In such case, the
Indemnitee shall be deemed to be an "Enterprise
Fiduciary."  The parties hereto intend that this Agreement
shall provide to the fullest extent permitted by law for indemnification in
excess of that expressly permitted by statute, including, but not limited to,
any indemnification provided by the LP Agreement, action of its members, vote of
its Disinterested Directors, or applicable law.  In furtherance of the
foregoing indemnification, and without limiting the generality
thereof:

     

    (a)           Proceedings Other Than
Proceedings by or in the Right of the Company.  The Indemnitee
shall be entitled to the rights of indemnification provided in
this  Section 3(a)  to the extent that the Indemnitee was or
is a party, or is threatened to be made a party to, or otherwise requires
representation of counsel in connection with, any Proceeding (other than an
action by or in the right of the Company which is governed by Section 3(b)
below) by reason of such Indemnitee's Company Status or the fact that the
Indemnitee is or was an Enterprise Fiduciary, or by reason of any action alleged
to have been taken or omitted in such capacity, against all losses, Expenses,
judgments, fines, damages, penalties, interest, liabilities and amounts paid in
settlement actually and reasonably incurred by the Indemnitee or on his behalf
in connection with such Proceeding or any claim, issue or matter therein if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that the Indemnitee's conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnitee did
not act in good faith and in a manner which the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that the
Indemnitee's conduct was unlawful.

     

    
      
         


      

      
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    (b)           Proceedings by or in the
Right of the Company.  The Indemnitee shall be entitled to the
rights of indemnification provided in this  Section 3(b)  to
the extent that the Indemnitee was or is a party or is threatened to be made a
party to, or otherwise requires representation of counsel in connection with,
any Proceeding, by or in the right of the Company to procure a judgment in its
favor by reason of the fact that the Indemnitee was or is an Enterprise
Fiduciary, or by reason of any action alleged to have been taken or omitted in
such capacity, against all losses, Expenses, judgments, fines, damages,
penalties, interest, liabilities and amounts paid in settlement actually and
reasonably incurred by the Indemnitee in connection with such action, suit or
proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which the Indemnitee shall have been adjudged to be liable to
the Company unless and only to the extent that the Indemnitee obtains a Final
Adjudication that, despite the adjudication of liability but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses.  Action taken or omitted by the
Indemnitee with respect to any employee benefit plan in the performance of the
Indemnitee's duties for a purpose reasonably believed by the Indemnitee to be in
the interest of the participants and beneficiaries of the plan shall be deemed
to be for a purpose that is in, or not opposed to, the best interests of the
Company.

     

    (c)           Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  Notwithstanding
any other provisions of this Agreement (other than Section 11), to the fullest
extent permitted by applicable law and to the extent that Indemnitee is a party
to (or a participant in) and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue, or matter therein, in whole or in
part, the Company shall indemnify the Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection
therewith.  If the Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify the Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection with or related to each successfully
resolved claim, issue, or matter to the fullest extent permitted by
law.  For purposes of this Section 3 and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

     

    (d)          Additional
Indemnification.  Notwithstanding any limitation in this
Section 3, the Company shall indemnify the Indemnitee to the fullest extent
permitted by applicable law if the Indemnitee is a party to or threatened to be
made a party to any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with the Proceeding.

     

    (e)          For
purposes of Section 3(d), the meaning of the phrase "to the fullest extent
permitted by applicable law" shall include:

     

    (i)           to
the fullest extent permitted by the provision of DRULPA that authorizes or
contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of DRULPA, and

     

    (ii)           to
the fullest extent authorized or permitted by any amendments to or replacements
of DRULPA adopted after the date of this Agreement that increase the extent to
which a limited partnership may indemnify its directors, managers, officers,
employees, or other Enterprise Fiduciaries.

     

    
      
         


      

      
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    4.           Insurance.  

     

    (a)          To
the extent that the Company maintains an insurance policy or policies providing
liability insurance covering any Enterprise Fiduciary, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any Enterprise Fiduciary under such
policy or policies.  If, at the time of the receipt of a notice of a
claim pursuant to the terms hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such
claim or of the commencement of a Proceeding, as the case may be, to the
insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such Proceeding in accordance with the terms of
such policies.

     

    (b)          If
available, the Company shall maintain an insurance policy or policies providing
liability insurance for the Indemnitee in his Capacity as an Enterprise
Fiduciary which is at least as favorable to the Indemnitee as the insurance
policies in effect on the Effective Date and for so long as the Indemnitee's
services are covered pursuant to this Agreement, regardless of whether the
Company would have the power to indemnify such Indemnitee against such liability
under the provisions of this Agreement; provided and to the extent that such
insurance is available on a reasonable commercial basis, as determined by the
Board.  To the extent that the Company maintains an insurance policy
or policies providing liability insurance for its Enterprise Fiduciaries, the
Indemnitee shall be covered by such policy or policies to the maximum extent
permitted under its or their terms.  However, the Indemnitee shall
continue to be entitled to the indemnification rights provided pursuant to this
Agreement regardless of whether liability or other insurance coverage is at any
time obtained or retained by the Company.

     

    5.            Contribution.

     

    (a)           Whether
or not the indemnification provided in Section 3 hereof is available, in respect
of any Proceeding or any claim, issue or matter therein in which the Company or
any other Enterprise is jointly liable with the Indemnitee (or would be if
joined in such Proceeding), the Company shall pay, in the first instance, the
entire amount of any judgment or settlement of such Proceeding or any claim,
issue or matter therein without requiring the Indemnitee to contribute to such
payment and the Company hereby waives and relinquishes any right of contribution
it may have against the Indemnitee.  The Company shall not enter into
a settlement of any Proceeding or any claim, issue or matter therein in which
the Company or any other Enterprise is jointly liable with the Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a
full and final release of all claims asserted against the
Indemnitee.

     

    
      
         


      

      
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    (b)          Without
diminishing or impairing the obligations of the Company set forth in this
Agreement, if, for any reason, the Indemnitee shall elect or be required to pay
all or any portion of any judgment or settlement in any Proceeding in which the
Company or any other Enterprise is jointly liable with the Indemnitee (or would
be if joined in such Proceeding), the Company shall contribute to the amount of
Expense, judgments, fines and settlements actually and reasonably incurred by
the Indemnitee or on his behalf and paid or payable by the Indemnitee in
proportion to the relative benefits received by the Company or any other
Enterprise and all officers, directors, managers, employees or other Enterprise
Fiduciaries of the Company or any other Enterprise, other than the Indemnitee,
who are jointly liable with the Indemnitee (or would be if joined in such
Proceeding), on the one hand, and the Indemnitee, on the other hand, from the
transaction from which such Proceeding arose; provided, however, that the
proportion determined on the basis of relative benefit may, to the extent
necessary to conform to law, be further adjusted by reference to the relative
fault of the Company or other Enterprise and all officers, directors, managers,
employees or other Enterprise Fiduciaries of the Company or other Enterprise
other than the Indemnitee who are jointly liable with the Indemnitee (or would
be if joined in such Proceeding), on the one hand, and the Indemnitee, on the
other hand, in connection with the events that resulted in such Expense,
judgments, fines or settlement amounts, as well as any other equitable
considerations which the law may require to be considered.  The
relative fault of the Company or other Enterprise and all officers, directors,
managers, employees or other Enterprise Fiduciaries of the Company or other
Enterprise, other than the Indemnitee, who are jointly liable with the
Indemnitee (or would be if joined in such Proceeding), on the one hand, and the
Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or
secondary and the degree to which their conduct is active or
passive.

     

    6.             Indemnification for Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the fullest extent permitted by law and to the extent that the
Indemnitee is, by reason of the Indemnitee's Company Status or status as an
Enterprise Fiduciary, a witness or otherwise asked to participate in any
Proceeding to which the Indemnitee is not a party, the Indemnitee shall be
indemnified by the Company against all Expenses actually incurred by the
Indemnitee or on the Indemnitee's behalf in connection therewith.

     

    7.           Advancement of
Expenses.

     

    (a)          Notwithstanding
any other provision of this Agreement (other than Section 9(e)), the Company
shall advance, to the extent not prohibited by law, all Expenses incurred by or
on behalf of the Indemnitee in connection with any Proceeding (or part of a
Proceeding) not initiated by Indemnitee by reason of the fact that the
Indemnitee is or was an Enterprise Fiduciary, within 20 days after the receipt
by the Company of a statement or statements from the Indemnitee requesting such
advance or advances from time to time (which shall include invoices received by
the Indemnitee in connection with such Expenses but, in the case of invoices
received in connection with legal services, any references to legal work
performed or to expenditures made that could cause Indemnitee to waive any
privilege accorded by applicable law shall not be so included), whether prior to
or after final disposition of such Proceeding.  Advances shall be
unsecured and interest free.  Advances shall be made without regard to
the Indemnitee's ability to repay the Expenses and without regard to the
Indemnitee's ultimate entitlement to indemnification under the other provisions
of this Agreement.  In accordance with Section 9(e), advances shall
include any and all reasonable Expenses incurred pursuing an action to enforce
this right of advancement, including Expenses incurred preparing and forwarding
statements to the Company to support the advances claimed.  The
Indemnitee shall qualify for advances upon the execution and delivery to the
Company of this Agreement, which shall constitute an undertaking providing that
the Indemnitee undertakes to repay the amounts advanced (without interest) to
the extent that it is ultimately determined that the Indemnitee is not entitled
to be indemnified by the Company.  No other form of undertaking shall
be required other than the execution of this Agreement.  This Section
7 shall not apply to any claim made by Indemnitee for which indemnity is
excluded pursuant to Section 11.

     

    
      
         


      

      
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    8.            Procedures and Presumptions
for Determination of Entitlement to Indemnification.  It is the
intent of this Agreement to secure for the Indemnitee rights of indemnity that
are at least as favorable as those rights permitted under the LP Agreement and
public policy of the State of Delaware.  Accordingly, the parties
agree that the following procedures and presumptions shall apply in the event of
any question as to whether the Indemnitee is entitled to indemnification under
this Agreement.

     

    (a)           To
obtain indemnification under this Agreement, the Indemnitee shall submit as soon
as reasonably practicable to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification following the final disposition of
a Proceeding.  The failure by the Indemnitee to notify the Company
hereunder will not relieve the Company from any liability which it may have to
Indemnitee hereunder or otherwise than under this Agreement, and any delay in so
notifying the Company shall not constitute a waiver by Indemnitee of any rights
under this Agreement.  The Secretary of BBGP shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
the Indemnitee has requested indemnification.

     

    (b)           Upon
written request by the Indemnitee for indemnification pursuant to the first
sentence of Section 8(a)  hereof, a determination with respect to the
Indemnitee's entitlement thereto shall be made in the specific
case:  (i) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Company, a copy of which shall be delivered
to the Indemnitee; or (ii) if a Change in Control shall not have occurred, (A)
by a majority vote of the Disinterested Directors, even though less than a
quorum of the Board, (B) by a committee of Disinterested Directors designated by
a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (C) if there are no such Disinterested Directors or, if such
Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to the Indemnitee, or (D) if so
directed by the Board, by unitholders of the Company.  Any costs or
Expenses (including attorneys' fees and disbursements) incurred by the
Indemnitee in so cooperating  with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to the Indemnitee's entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.  The Company promptly will advise the Indemnitee in writing
with respect to any determination that the Indemnitee is or is not entitled to
indemnification, including a description of any reason or basis for which
indemnification has been denied.  If it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within 10 days after such determination.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (c)           If
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be
selected as provided in this Section 8(c).  If a Change in Control
shall not have occurred, the Independent Counsel shall be selected by the Board,
and the Company shall give written notice to Indemnitee advising him of the
identity of the Independent Counsel so selected.  If a Change in
Control shall have occurred, the Independent Counsel shall be selected by the
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board, in which event the preceding sentence shall apply), and Indemnitee shall
give written notice to the Company advising it of the identity of the
Independent Counsel so selected.  In either event, Indemnitee or the
Company, as the case may be, may, within 10 days after such written notice of
selection shall have been given, deliver to the Company or to the Indemnitee, as
the case may be, a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of "Independent Counsel" as defined in
Section 1, and the objection shall set forth with particularity the factual
basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If such written
objection is so made and substantiated, the Independent Counsel so selected may
not serve as Independent Counsel unless and until such objection is withdrawn or
a court has determined that such objection is without merit.  If,
within 20 days after the later of submission by Indemnitee of a written request
for indemnification pursuant to Section 8 (a) and the final disposition of
the Proceeding, no Independent Counsel shall have been selected and not objected
to, either the Company or Indemnitee may petition the Chancery Court for
resolution of any objection which shall have been made by the Company or the
Indemnitee to the other's selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 8(a). The Company shall pay any and all
reasonable fees and Expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 8 hereof, and the Company
shall pay all reasonable fees and Expense incident to the procedures of this
Section 8, regardless of the manner in which such Independent Counsel was
selected or appointed.

     

    (d)           In
making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination shall, to the fullest
extent not prohibited by applicable law, presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with this Section, and the Company shall, to the
fullest extent not prohibited by applicable law, have the burden of proof to
overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. Neither the failure
of the Company (including the Disinterested Directors, a committee of such
directors, Independent Counsel, or its unitholders) to have made a determination
prior to the commencement of a Proceeding that indemnification of the Indemnitee
is proper in the circumstances under the applicable standard of conduct set
forth in this Agreement, nor an actual determination by the Company (including
the Disinterested Directors, a committee of such Disinterested Directors,
Independent Counsel, or the Company's unitholders) that the Indemnitee has not
met the applicable standard of conduct shall create a presumption that the
Indemnitee has not met the applicable standard of conduct, or, in the case of a
suit brought by the Indemnitee, be a defense to such suit. In any suit brought
by the Indemnitee to enforce a right to indemnification or to an advancement of
Expenses hereunder, or brought by the Company to recover an advancement of
Expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified or to such advancement of Expenses,
under this  Section 8  or otherwise shall be on the
Company.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    (e)            The
Indemnitee shall be deemed to have acted in good faith and not in bad faith if
the Indemnitee's action is based on the records or books of account of the
Enterprise, including financial statements, or on information supplied to the
Indemnitee by the officers or managers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise.  In addition, the knowledge and/or actions, or
failure to act, of any other director, manager, officer, employee or other
Enterprise Fiduciary of the Enterprise shall not be imputed to the Indemnitee
for purposes of determining the right to indemnification under this
Agreement.  Whether or not the foregoing provisions of this Section
8(e)  are satisfied, it shall in any event be presumed that the
Indemnitee has at all times acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company.  Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing evidence.
The provisions of this Section 8(e) shall not be deemed to be exclusive or
to limit in any way the other circumstances in which the Indemnitee may be
deemed to have met the applicable standard of conduct set forth in this
Agreement.

     

    (f)           The
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee's entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination.  Any Independent
Counsel or member of the Board shall act reasonably and in good faith in making
a determination regarding the Indemnitee's entitlement to indemnification under
this Agreement.  Any costs or Expenses  incurred by the
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to the Indemnitee's entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold the Indemnitee harmless therefrom.

     

    (g)            The
Company acknowledges that a settlement or other disposition short of final
judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty.  In the event that any
Proceeding to which the Indemnitee is a party is resolved in any manner other
than by adverse judgment against the Indemnitee (including, without limitation,
settlement of such Proceeding with or without payment of money or other
consideration) it shall be presumed that the Indemnitee has been successful on
the merits or otherwise in such Proceeding.  Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (h)           The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of the Indemnitee to
indemnification or create a presumption that the Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that the Indemnitee had reasonable cause to believe that the
Indemnitee's conduct was unlawful.

     

    (i)           Subject
to Section 9(f), if the person, persons, or entity empowered or selected
under Section 8 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within 60 days after receipt by the Company
of the request therefor, the requisite determination of entitlement to
indemnification shall, to the fullest extent not prohibited by applicable law,
be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed an additional
30 days, if the person, persons or entity making the determination with respect
to entitlement to indemnification in good faith requires such additional time
for the obtaining or evaluating of documentation and/or information relating
thereto; and provided, further, that the
foregoing provisions of this Section 8(i) shall not apply (i) if the
determination of entitlement to indemnification is to be made by the unitholders
of the Company pursuant to Section 8(b)(ii)(D) of this Agreement and if a
meeting of the unitholders is called within 15 days after such receipt for the
purpose of making such determination, such meeting is held for such purpose
within 60 days after having been so called and such determination is made
thereat, or (ii) if the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 8(b) of this
Agreement.

     

    9.           Remedies of the
Indemnitee.

     

    (a)            Subject
to Section 9(f), in the event that (i) a determination is made pursuant to
Section 8 that the Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to
Section 7, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 8 within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made
pursuant to Section 3(c), 6, or 12 or the last sentence of Section 8(f)
within 10 days after receipt by the Company of a written request therefore, (v)
payment of indemnification pursuant to Section 3 is not made within 10 days
after a determination has been made that Indemnitee is entitled to
indemnification, or (vi) in the event that the Company or any other person takes
or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or Proceeding designed to deny, or
to recover from, the Indemnitee the benefits provided or intended to be provided
to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication
by a court of his entitlement to such indemnification or advancement of
Expenses.  Alternatively, the Indemnitee, at his option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to the
Commercial Arbitration Rules of the American Arbitration Association. The
Company shall not oppose the Indemnitee's right to seek any such adjudication or
award in arbitration.  If successful in whole or in part in any such
suit, or in a suit brought by the Company to recover an advancement of Expenses
pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be
paid also the reasonable Expenses of prosecuting or defending such suit. In any
suit brought by the Indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the Indemnitee to enforce a right to an
advancement of Expenses) it shall be a defense that, in accordance with the
procedures, presumptions and provisions set forth in this Agreement, the
Indemnitee has not met any material applicable standard for indemnification set
forth in this Agreement under procedures and provisions set forth
herein.  In any suit brought by the Company to recover an advancement
of Expenses pursuant to the terms of an undertaking, the Company shall be
entitled to recover such Expenses upon a Final Adjudication that the Indemnitee
has not met any material applicable standard for indemnification set forth in
this Agreement at the Effective Date.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (b)           In
the event that a determination shall have been made pursuant to Section 8 of
this Agreement that the Indemnitee is not entitled to indemnification, any
judicial proceeding commenced pursuant to this  Section 9, shall be
conducted in all respects as a de novo trial on the merits, and the Indemnitee
shall not be prejudiced by reason of the adverse determination
under  Section 8.  In any judicial proceeding or arbitration
commenced pursuant to this Section 9 the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be.

     

    (c)           If
a determination shall have been made pursuant to Section 8 of this Agreement
that the Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced
pursuant to this  Section 9, absent (i) a misstatement by the
Indemnitee of a material fact, or an omission of a material fact necessary to
make the Indemnitee's misstatement not materially misleading in connection with
the application for indemnification, or (ii) a prohibition of such
indemnification under applicable law.

     

    (d)            In
the event that the Indemnitee, pursuant to this Section 9, seeks a judicial
adjudication of the Indemnitee's rights under, or to recover damages for breach
of, this Agreement, or to recover under any directors' and officers' liability
insurance policies maintained by the Company, the Company shall pay on the
Indemnitee's behalf, in advance, any and all Expenses (of the types described in
the definition of "Expenses" in  Section 1  of this
Agreement) actually and reasonably incurred by the Indemnitee in such judicial
adjudication, regardless of whether the Indemnitee ultimately is determined to
be entitled to such indemnification, advancement of Expenses or insurance
recovery.

     

    (e)            The
Company shall, to the fullest extent not prohibited by applicable law, be
precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 9 that the procedures and presumptions of this
Agreement are not valid, binding, and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement.  It is the intent of the Company that,
to the fullest extent permitted by law, the Indemnitee not be required to incur
legal fees or other Expenses associated with the interpretation, enforcement, or
defense of Indemnitee's rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Indemnitee hereunder.  The
Company shall, to the fullest extent permitted by law, indemnify the Indemnitee
against any and all Expenses and, if requested by Indemnitee, shall (within 10
days after receipt by the Company of a written request therefore) advance, to
the extent not prohibited by applicable law, such Expenses to Indemnitee, which
are incurred by Indemnitee in connection with any action brought by the
Indemnitee for indemnification or advancement of Expenses from the Company under
this Agreement or under any directors' and officers' liability insurance
policies maintained by the Company if, in the case of indemnification, the
Indemnitee is wholly successful on the underlying claims; if the Indemnitee is
not wholly successful on the underlying claims, then such indemnification shall
be only to the extent the Indemnitee is successful on such underlying claims or
otherwise as permitted by law, whichever is greater.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (f)           Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
to indemnification under this Agreement shall be required to be made prior to
the final disposition of the Proceeding.

     

    10.           Non-Exclusivity; Insurance;
Subrogation.

     

    (a)            The
rights of indemnification, to receive advancement of Expenses and other rights
of the Indemnitee under this Agreement shall be in addition to any other rights
to which the Indemnitee may be entitled under any agreement, including (1) the
LP Agreement; (2) pursuant to those rights adopted by any vote of the
unitholders; (3) as a matter of law; (4) a resolution of the Board or (5)
otherwise, as to actions in the Indemnitee's capacity as an Enterprise
Fiduciary.  No amendment or modification of this Agreement or of any
provision hereof shall limit or restrict any right of the Indemnitee under this
Agreement in respect of any action taken or omitted by such the Indemnitee in
the Indemnitee's capacity as an Enterprise Fiduciary or in his Company Status
prior to such amendment, alteration or repeal.  To the extent that an
amendment or modification of the LP Agreement, whether by law, amendment or
otherwise, or an amendment to Delaware law, permits greater indemnification than
would be afforded currently under this Agreement, it is the intent of the
parties hereto that the Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change.  No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.

     

    (b)            In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

     

    (c)            The
Company's obligation to indemnify or advance Expenses hereunder to the
Indemnitee who is or was serving at the request of the Company as an Enterprise
Fiduciary to an Enterprise other than the Company shall be reduced by any amount
the Indemnitee has actually received as indemnification or advancement of
Expenses from such other Enterprise.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (d)           The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement, or
otherwise.

     

    (e)            Any
indemnification pursuant to this Agreement shall be made only out of the assets
of the Company, including any insurance purchased and maintained by the Company
for such purpose, it being agreed that the Company's unitholders shall not be
personally liable for such indemnification and shall have no obligation to
contribute or loan any monies or property to the Company to enable it to
effectuate such indemnification.

     

    (f)            The
Indemnitee shall not be denied indemnification in whole or in part under this
Agreement because the Indemnitee had an interest in the transaction with respect
to which the indemnification applies if the transaction was otherwise permitted
by the terms of the LP Agreement, the Related Party Transaction Policy and
Procedures of the Company and BBGP and any other applicable related party policy
of the Company or any of its subsidiaries or affiliates as in effect at the time
of the transaction.

     

    11.           Exception to Right of
Indemnification. Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnity in
connection with any claim made against the Indemnitee:

     

    (a)           for
which payment has actually been made to or on behalf of the Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision;
or

     

    (b)           for
(i) an accounting of profits made from the purchase and sale (or sale and
purchase) by the Indemnitee of securities the Company within the meaning of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of state statutory law or common law or (ii) any reimbursement of the
Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of
securities of the Company, as required in each case under the Securities
Exchange Act of 1934 (including any such reimbursements that arise from an
accounting restatement of the Company pursuant to Section 304 of the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), or the
payment to the Company of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);
or

     

    (c)           except
as provided in Section 9(e), in connection with any Proceeding (or any part of
any Proceeding) initiated by the Indemnitee, against the Company or its
directors, managers, officers, employees, or other Enterprise Fiduciaries or
other indemnitees, unless (i) the Board authorized the Proceeding (or any part
of any Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.

     

    12.           Partial
Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of
Expenses, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    13.           Duration of
Agreement.  All agreements and obligations of the Company
contained herein shall continue to the later of: (a) 10 years after the date
that the Indemnitee ceases to serve as an Enterprise Fiduciary and (b) so long
as the Indemnitee shall be subject to any Proceeding (or any proceeding
commenced under the provisions of this Agreement) by reason of the fact that the
Indemnitee is or was an Enterprise Fiduciary, whether or not the Indemnitee is
acting or serving in any such capacity at the time any liability or Expense is
incurred for which indemnification can be provided under this Agreement. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses,
heirs, executors and personal and legal representatives.

     

    14.            Security.  To
the extent requested by the Indemnitee and approved by the Board, the Company
may at any time and from time to time provide security to the Indemnitee for the
Company's obligations hereunder through an irrevocable bank line of credit or
other collateral.  Any such security, once provided to the Indemnitee,
may not be revoked or released without the prior written consent of the
Indemnitee.

     

    15.            Successors.  The
indemnification, advancement of Expenses and other provisions of this Agreement
are for the benefit of the Indemnitee, the Indemnitee's heirs, successors,
assigns and administrators and shall not be deemed to create any rights for the
benefit of any other persons.

     

    16.            Enforcement.

     

    (a)            The
Company expressly confirms and agrees that it has entered into this Agreement
and assumes the obligations imposed on it hereby in order to induce the
Indemnitee to serve as an Enterprise Fiduciary of the Company, and the Company
acknowledges that the Indemnitee is relying upon this Agreement in serving as
such Enterprise Fiduciary of the Company.

     

    (b)            This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that this
Agreement is a supplement to and in furtherance of the LP Agreement and
applicable law, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder. 

     

    17.           Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal, or unenforceable for any reason whatsoever: (a) the validity, legality,
and enforceability of the remaining provisions of this Agreement (including each
portion of any Section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or
unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal, or unenforceable, that is not itself
invalid, illegal, or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    18.           Modification and
Waiver.  No supplement, modification, termination or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.

     

    19.            Notice By the
Indemnitee.  The Indemnitee agrees promptly to notify the
Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification
covered hereunder.  The failure to so notify the Company shall not
relieve the Company of any obligation which it may have to the Indemnitee under
this Agreement or otherwise unless and only to the extent that such failure or
delay materially prejudices the Company.

     

    20.            Notices.  All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given:  (a) upon
personal delivery to, and with written receipt from, the party to be notified,
(b) when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient (c) five days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d)
one day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt.  All
communications shall be sent:

     

    (a)            To
the Indemnitee at the address set forth below the Indemnitee signature
hereto.

     

    To the
Company or BBGP at:

     

     BreitBurn
GP, LLC

    515 South
Flower Street, Suite 4800

    Los
Angeles, California 90071

    Attention:  Gregory
C. Brown, Executive Vice President and General Counsel

    Facsimile:  (213)
225-5916

    Email:
gbrown@breitburn.com

    


    and


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    BreitBurn
Energy Partners, L.P.

    515 South
Flower Street, Suite 4800

    Los
Angeles, California 90071

    Attention:  Gregory
C. Brown, Executive Vice President and General Counsel

    Facsimile:  (213)
225-5916

    Email:
gbrown@breitburn.com

    


    or to
such other address as may have been furnished to the Indemnitee by the Company
or to the Company by the Indemnitee, as the case may be.

     

    21.            Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement.  This Agreement may also be executed and delivered by
facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    22.            Headings.  The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

     

    23.            Governing Law and Consent to
Jurisdiction.  This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to
Section 9(a), the Company and the Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Chancery Court and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Chancery Court for purposes of any action or proceeding arising out of or
in connection with this Agreement, (iii) appoint, to the extent such party is
not otherwise subject to service of process in the State of Delaware,
irrevocably RL&F Service Corp., One Rodney Square, 10th Floor, 10th and King
Streets, Wilmington, Delaware 19801 (as such address may be changed from time to
time by such agent) as its agent in the State of Delaware as such party's agent
for acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon such
party personally within the State of Delaware, (iv) waive any objection to the
laying of venue of any such action or proceeding in the Chancery Court, and (v)
waive, and agree not to plead or to make, any claim that any such action or
proceeding brought in the Chancery Court has been brought in an improper or
inconvenient forum.

     

    24.           Miscellaneous.  Use
of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate.  All references in this Agreement to
Sections, subsections, and other subdivisions refer to the corresponding
Sections, subsections, and other subdivisions of this Agreement unless expressly
provided otherwise.  Titles appearing at the beginning of any
Sections, subsections, or other subdivisions of this Agreement are for
convenience only, do not constitute any part of such Sections, subsections, or
other subdivisions, and will be disregarded in construing the language contained
therein.  The words "this Agreement," "herein," "hereby," "hereunder,"
"hereof," and words of similar import, refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited.  The
words "this Section," "this subsection," and words of similar import, refer only
to the Sections or subsections hereof in which such words occur.  The
word "including" (in its various forms) means "including, without
limitation."  Unless the context otherwise requires, all defined terms
contained herein will include the singular and plural and the conjunctive and
disjunctive forms of such defined terms.


    
      
         


      

      
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    25.           Secondary
Liability.  BBGP hereby agrees to be secondarily liable for all
obligations of the Company with respect to indemnification, advancement of
Expenses and contribution contained in Sections 3, 5, 6 and 7 or otherwise in
this Agreement if and to the extent that any such obligations are not satisfied
in full by the Company.

     

    [Signature Page
Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              BREITBURN
      ENERGY PARTNERS L.P.

                                                            
	
                                                              a
      Delaware limited partnership

                                                            
	 
      	 
      	 
      
	 
      	
                                                              By:

                                                            	
                                                              BREITBURN
      GP, LLC

                                                            
	 
      	 
      	
                                                              a
      Delaware limited liability company,

                                                            
	 
      	 
      	
                                                              in
      its capacity as general partner

                                                            
	 
      	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/ Randall H.
  Breitenbach

                                                            
	 
      	
                                                              Randall
      H. Breitenbach

                                                            
	 
      	
                                                              Co-Chief
      Executive Officer

                                                            
	 
      	 
      	 
      
	
                                                              INDEMNITEE

                                                            
	 
      	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/Halbert S. Washburn

                                                            
	 
      	
                                                              Halbert
      S. Washburn

                                                            
	
                                                              Address:

                                                            
	 
      	 
      	 
      
	
                                                              BREITBURN
      GP, LLC

                                                            
	
                                                              a
      Delaware limited liability company

                                                            
	 
      	 
      	 
      
	
                                                              By:

                                                            	
                                                              /s/ Randall H.
  Breitenbach

                                                            
	 
      	
                                                              Randall
      H. Breitenbach

                                                            
	 
      	
                                                              Co-Chief
      Executive
Officer

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    
       

      Schedule I

       

      The
Partnership and the Company entered into an Indemnity Agreement with each of
John R. Butler, Jr., David B. Kilpatrick, Gregory J. Moroney, Charles S. Weiss,
Randall H. Breitenbach, Mark L. Pease, James G. Jackson, Gregory C. Brown and W.
Jackson Washburn that
is otherwise identical to the one entered into with Halbert S.
Washburn.