Exhibit 10.1


 


Execution Version


 


 



SERIES B PREFERRED UNIT


 


PURCHASE AGREEMENT


 


among


 


BREITBURN ENERGY PARTNERS LP


 


and


 


THE PURCHASERS PARTY HERETO


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


Page


 


	Article I  DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	Article II  AGREEMENT TO SELL AND PURCHASE	7
	 	 	 
	Section 2.01	Purchase	7
	Section 2.02	Closing	8
	Section 2.03	Deliveries at Closing	8
	Section 2.04	Further Assurances	10
	 	 	 
	Article III  REPRESENTATIONS AND WARRANTIES AND COVENANTS RELATED TO BREITBURN	10
	 	 	 
	Section 3.01	Formation and Qualification of the Partnership and its Subsidiaries	10
	Section 3.02	Capitalization and Valid Issuance of Purchased Units	12
	Section 3.03	Breitburn SEC Documents; Breitburn Financial Statements	13
	Section 3.04	No Liabilities, Material Contracts or Distributions	14
	Section 3.05	No Material Adverse Change	14
	Section 3.06	No Registration Required	14
	Section 3.07	Litigation	14
	Section 3.08	No Conflicts	15
	Section 3.09	No Default	15
	Section 3.10	Authority; Enforceability	15
	Section 3.11	Approvals	16
	Section 3.12	Other Sales	16
	Section 3.13	Auditors	16
	Section 3.14	Statistical Data	16
	Section 3.15	Reserve Engineers	16
	Section 3.16	Proved Reserves	17
	Section 3.17	No Related Party Transactions	17
	Section 3.18	MLP Status	17
	Section 3.19	Insurance	17
	Section 3.20	Internal Controls	17
	Section 3.21	Books and Records; Sarbanes-Oxley Compliance	17
	Section 3.22	XBRL Information	18
	Section 3.23	Listing and Maintenance Requirements	18
	Section 3.24	Taxes	18
	Section 3.25	Compliance with Laws; Environmental Laws; Pipeline Safety Laws; Permits; and Environmental Permits	19
	Section 3.26	Title to Property	20
	Section 3.27	No Labor Disputes	21
	Section 3.28	Employee Benefit Plans	21
	Section 3.29	Form S-3 Eligibility	21
	Section 3.30	No Price Stabilization	21


 




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TABLE OF CONTENTS (CONT’D)


 


Page


 


	Section 3.31	No Subsidiary Payment Restrictions	21
	Section 3.32	Foreign Corrupt Practices Act	21
	Section 3.33	Money Laundering Laws	22
	Section 3.34	OFAC	22
	 	 	 
	Article IV  REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS	22
	 	 	 
	Section 4.01	Existence	22
	Section 4.02	Authorization, Enforceability	22
	Section 4.03	No Breach	23
	Section 4.04	Certain Fees	23
	Section 4.05	Unregistered Securities	23
	Section 4.06	Short Selling	25
	Section 4.07	No Ownership of Breitburn Securities and No Hedging	25
	 	 	 
	Article V  INDEMNIFICATION, COSTS AND EXPENSES	25
	 	 	 
	Section 5.01	Indemnification by Breitburn	25
	Section 5.02	Indemnification by the Purchasers	25
	Section 5.03	Indemnification Procedure	26
	Section 5.04	Tax Matters	27
	 	 	 
	Article VI  MISCELLANEOUS	27
	 	 	 
	Section 6.01	MNPI Disclosure	27
	Section 6.02	Certain Notification	27
	Section 6.03	Expenses	28
	Section 6.04	Interpretation	28
	Section 6.05	Survival of Provisions	28
	Section 6.06	Termination	29
	Section 6.07	No Waiver; Modifications in Writing	29
	Section 6.08	Binding Effect	29
	Section 6.09	Confidentiality	29
	Section 6.10	Communications	30
	Section 6.11	Removal of Legend	32
	Section 6.12	Entire Agreement	33
	Section 6.13	Governing Law; Submission to Jurisdiction	33
	Section 6.14	Waiver of Jury Trial	33
	Section 6.15	Execution in Counterparts	33


 




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TABLE OF CONTENTS (CONT’D)


 


Page


  


	EXHIBIT A	 
	 	 
	FORM OF OPINION OF VINSON & ELKINS LLP	A-1
	 	 
	EXHIBIT B	 
	 	 
	FORM OF OPINION OF EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER OF BREITBURN GP, LLC	B-1
	 	 
	EXHIBIT C	 
	 	 
	FORM OF BOARD REPRESENTATION AND STANDSTILL AGREEMENT	C-1
	 	 
	EXHIBIT D	 
	 	 
	FORM OF PARTNERSHIP AGREEMENT	D-1
	 	 
	EXHIBIT E	 
	 	 
	FORM OF STANDSTILL AGREEMENT	E-1


 




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SERIES B PREFERRED UNIT PURCHASE AGREEMENT


 


This SERIES B PREFERRED UNIT PURCHASE AGREEMENT,
dated as of March 27, 2015 (this “Agreement”), is entered into by and among BREITBURN ENERGY PARTNERS LP, a
Delaware limited partnership (“Breitburn”), and the purchasers set forth in Schedule A hereto (collectively,
the “Purchasers”).


 


WHEREAS, Breitburn desires to issue to the Purchasers,
and the Purchasers desire to purchase from Breitburn, Breitburn’s Series B Preferred Units (as defined below), in accordance
with the provisions of this Agreement; and


 


WHEREAS, Breitburn has agreed to provide the
Purchasers with certain registration rights with respect to the Series B Preferred Units and Common Units underlying the Series
B Preferred Units acquired pursuant hereto.


 


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 is hereby
acknowledged, the parties hereby agree as follows:


 


Article
I


DEFINITIONS


 


Section 1.01         Definitions.
As used in this Agreement, the following terms have the meanings indicated:


 


“2020 Notes” means the $650,000,000
aggregate principal amount of 9.25% Senior Notes due 2020 issued by Breitburn Energy Partners LP, Breitburn Operating LP and Breitburn
Finance Corporation.


 


“2020 Notes Indenture”
means the Indenture, dated as of the Closing Date, by and among Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn
Finance Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee and as collateral agent.


 


“2020 Notes Transaction Documents”
means the Notes Purchase Agreement, the 2020 Notes Indenture and each other agreement, document and instrument to be delivered
in connection therewith, including the Collateral Documents (as defined in the Notes Purchase Agreement).


 


“Affiliate” means, with respect
to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is
under common control with, the Person in question. As used herein, the term “control” means the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, the Breitburn Entities,
on the one hand, and any Purchaser, on the other, shall not be considered Affiliates. “Agreement” has the meaning
set forth in the introductory paragraph of this Agreement.


 




    	 



    	 



    

 


“Basic Documents” means,
collectively, this Agreement, the Registration Rights Agreement, the Partnership Agreement, the Board Representation and Standstill
Agreement, the Standstill Agreement and any and all other agreements or instruments executed and delivered to the Purchasers by
the Breitburn Entities hereunder or thereunder.


 


“BMC” has the meaning specified
in Section 3.01(b).


 


“BMC LLC Agreement” has the
meaning specified in Section 3.01(b).


 


“Board Representation and Standstill
Agreement” means the Board Representation and Standstill Agreement, to be entered into at the Closing among Breitburn,
the General Partner and EIG Redwood Equity Aggregator, LP substantially in the form of Exhibit C.


 


“Breitburn” has the meaning
set forth in the introductory paragraph of this Agreement.


 


“Breitburn Credit Facility”
means that certain Third Amended and Restated Credit Agreement, dated as of November 19, 2014, among Breitburn Operating LP, a
wholly-owned subsidiary of Breitburn, Wells Fargo Bank, N.A., as Administrative Agent, Swing Line Lender and Issuing Lender, and
a syndicate of banks, with Breitburn and its Subsidiaries as guarantors, as further amended from time to time.


 


“Breitburn Entities” means,
collectively, Breitburn, the General Partner and the Breitburn Subsidiaries.


 


“Breitburn Financial Statements”
has the meaning specified in Section 3.03.


 


“Breitburn Related Parties”
has the meaning specified in Section 5.02.


 


“Breitburn Subsidiaries”
means Breitburn Operating GP LLC, Breitburn Management Company LLC, Breitburn Operating LP, Breitburn Finance Corporation, Alamitos
Company, Beaver Creek Pipeline, L.L.C., Breitburn Florida LLC, Breitburn Sawtelle LLC, Breitburn Oklahoma LLC, Breitburn Transpetco
GP LLC, Breitburn Transpetco LP LLC, GTG Pipeline LLC, Mercury Michigan Company, LLC, Phoenix Production Company, Terra Energy
Company LLC, Terra Pipeline Company LLC, Transpetco Pipeline Company, L.P., Breitburn Collingwood Utica LLC, QR Energy, LP, QRE
GP, LLC and QRE Operating, LLC.


 


“Breitburn SEC Documents”
has the meaning specified in Section 3.03.


 


“Breitburn Indentures” means
the Indenture, dated as of January 13, 2012, among Breitburn, certain of its Subsidiaries and guarantors thereof, and the U.S.
Bank National Association, as Trustee, for 7.875% Senior Notes due 2022, and the Indenture, dated as of October 6, 2010, among
Breitburn, certain of its Subsidiaries and guarantors thereof, and the U.S. Bank National Association, as Trustee, for 8.625% Senior
Notes due 2020.


 


“Business Day” means any
day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the states of California or
New York are authorized or required by Law or other governmental action to close.


 




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“Closing” has the meaning
specified in Section 2.2.


 


“Closing Date” has the meaning
specified in Section 2.02.


 


“Closing Date Payment Letter”
means the Closing Date Payment Letter, dated as of the date hereof, among EIG Management Company, LLC, Breitburn Energy Partners
LP, Breitburn Operating LP, Breitburn Finance Corporation and the guarantors party thereto.


 


“Code” has the meaning specified
in Section 3.18.


 


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


 


“Common Units” means common
units representing limited partner interests in Breitburn.


 


“Confidentiality Agreements”
has the meaning specified in Section 6.07.


 


“Contract” means any contract,
agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding,
undertaking, commitment or obligation, whether written or oral.


 


“Conversion Units” means
the Common Units issuable upon conversion of the Series B Preferred Units.


 


“Delaware LLC Act” means
the Delaware Limited Liability Company Act.


 


“Delaware LP Act” means the
Delaware Revised Uniform Limited Partnership Act.


 


“Eligible Holder” has the
meaning set forth in the Partnership Agreement.


 


“Environmental Law” means
any Law applicable to the Breitburn Entities or the operation of their business in any way relating to the protection of human
health and safety (to the extent such health and safety relate to exposure to Hazardous Substances), the environment, natural resources,
including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. App. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901
et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the
Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. § 2701 et
seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Occupational Safety and
Health Act (29 U.S.C. § 651 et seq.).


 


“Environmental Permits” means
all approvals, authorizations, consents, licenses, permits, variances, waivers, exemptions, registrations of a Governmental Authority
required under any Environmental Laws for the operation of the business of the Breitburn Entities.


 


“ERISA” has the meaning specified
in Section 3.28.


 


“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.


 






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“First Amendment to Breitburn Credit
Facility” means the First Amendment to the Third Amended and Restated Credit Agreement, dated as of the Closing Date,
by and among Breitburn Operating LP, Breitburn Energy Partners LP, BreitBurn GP, LLC, BreitBurn Operating GP, LLC, the subsidiary
guarantors party thereto, the lenders signatory thereto and Wells Fargo Bank National Association, as administrative agent for
the lenders.


 


“GAAP” means generally accepted
accounting principles in the United States of America as of the date hereof; provided that for the Breitburn Financial Statements
prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such Breitburn Financial Statements.


 


“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, any country, state, county, city and political subdivision in which such Person or
such Person’s Property is located or which 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 authority which
exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to
Governmental Authority herein with respect to Breitburn means a Governmental Authority having jurisdiction over Breitburn, its
Subsidiaries or any of their respective Properties.


 


“GP LLC Agreement” means
the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of April 5, 2010, as amended
by Amendment No. 1 to the GP LLC Agreement, dated as of December 30, 2010, and Amendment No. 2 to the GP LLC Agreement, dated as
of July 1, 2014.


 


“Hazardous Substances” means
(a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended,
(c) any petroleum, petroleum products, natural gas, oil and gas waste, and oil and any components or derivatives thereof, (d) any
polychlorinated biphenyl and (e) any pollutant, contaminant or hazardous or toxic, material, waste or substance regulated under
any other Environmental Law.


 


“Indemnified Party” has the
meaning specified in Section 5.03.


 


“Indemnifying Party” has
the meaning specified in Section 5.03.


 


“Intercreditor Agreement”
means the Intercreditor Agreement, dated as of the Closing Date, by and among Wells Fargo Bank, National Association, as Priority
Lien Agent, U.S. Bank National Association, as Second Lien Collateral Trustee, Breitburn Energy Partners LP, Breitburn Finance
Corporation, and Breitburn Operating LP and the Subsidiaries of Breitburn Energy Partners LP named therein.


 


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


 




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“Lien” means any mortgage,
claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment
or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect
to any property of any kind.


 


“Limited Partner Interests”
has the meaning set forth in the Partnership Agreement.


 


“Material Adverse Effect”
means any change, event or effect that, individually or in the aggregate, could reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), liabilities, results of operations, properties or business of the Breitburn Entities,
taken as a whole, provided, however, that a Material Adverse Effect shall exclude any change, event or effect resulting
from, arising out of or relating to (a) changes in the financial or securities markets or general economic or political conditions
in the United States or elsewhere in the world; (b) changes or conditions generally affecting the oil and gas exploration,
development and/or production industry or industries (including changes in oil, gas or other commodity prices); (c) the negotiation,
execution, announcement or consummation of the transactions contemplated by this Agreement, including any adverse change in customer,
distributor, supplier or similar relationships resulting therefrom; (d) the existence or occurrence of war, acts of war, terrorism
or similar hostilities; (e) compliance with the terms of, or the taking of any action required by, this Agreement and the
Notes Purchase Agreement;  (f) changes in accounting requirements or principles imposed
upon any Breitburn Entity or their respective businesses or any changes in applicable Law, or the interpretation thereof, other
than a change that would result in Breitburn being treated as a corporation for federal tax purposes; and (g)
changes in the market price of the Common Units;  except to the extent such changes, events or effects in the cases of clauses (a),
(b), and (d) above materially and disproportionately affect the Breitburn Entities relative to other participants in the industry
or industries in which the Breitburn Entities operate (in which event the extent of such material and disproportionate effect may
be taken into account in determining whether a Material Adverse Effect has occurred).


 


“Money Laundering Laws” has
the meaning specified in Section 3.33.


 


“NASDAQ” means the Nasdaq
Stock Market LLC.


 


“Notes Purchase Agreement”
means the Purchase Agreement, dated as of the date hereof, by and among Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn
Finance Corporation, the guarantors party thereto and the purchasers listed on Schedule I thereto, entered into in connection with
the 2020 Notes.


 


“OFAC” has the meaning specified
in Section 3.34.


 


“OLP Agreement” has the meaning
specified in Section 3.01(e).


 


“OLP GP” has the meaning
specified in Section 3.01(d).


 


“OLP GP Agreement” has the
meaning specified in Section 3.01(d).


 


“Operating LP” has the meaning
specified in Section 3.01(d).


 




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“Operating Subsidiaries”
has the meaning specified in Section 3.01(g).


 


“Operating Subsidiaries Organizational
Documents” has the meaning specified in Section 3.01(g).


 


“Partnership Agreement” means
the Third Amended and Restated Agreement of Limited Partnership of Breitburn, to be entered into at the Closing substantially in
the form of Exhibit D, and as may be amended thereafter from time to time in accordance with the terms thereof.


 


“Partnership Entities” means
Breitburn and its Subsidiaries.


 


“Permits” means any approvals,
authorizations, consents, licenses, permits, variances, waivers, grants, franchises, concessions, exemptions, orders, registrations
or certificates of a Governmental Authority.


 


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


 


“Pipeline Safety Law” means
any Law applicable to the Breitburn Entities or the operation of their business in any way relating to the safety of owning, operating
or managing liquid pipelines or other facilities used for processing, storing or transporting natural gas, liquids, oil or their
by-products, including the Pipeline Inspection, Protection, Enforcement and Safety Act (49 U.S.C. Chapter 601), the Hazardous Liquid
Pipeline Safety Act (49 U.S.C. Chapter 601), the Natural Gas Pipeline Safety Act (49 U.S.C. Chapter 601) and the Pipeline Safety
Improvement Act (49 U.S.C. Chapter 601).


 


“Plan” has the meaning specified
in Section 3.28.


 


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


 


“Purchase Price” has the
meaning specified in Section 2.01.


 


“Purchased Units” has the
meaning specified in Section 2.01.


 


“Purchaser Related Parties”
has the meaning specified in Section 5.01.


 


“Purchasers” has the meaning
set forth in the introductory paragraph of this Agreement.


 


“Registration Rights Agreement”
means a customary registration rights agreement, to be entered into at Closing among Breitburn and the Purchasers, in a form and
substance to be agreed.


 


“Representatives” means,
with respect to a specified Person, the investors, officers, directors, managers, employees, agents, advisors, counsel, accountants,
investment bankers and other representatives of such Person.


 




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“Reserve Engineer” has the
meaning specified in Section 3.15.


 


“Reserve Reports” has the
meaning specified in Section 3.15.


 


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


 


“Series A Preferred Units”
has the meaning specified in Section 3.02(a).


 


“Series B Preferred Units”
means the Series B Perpetual Convertible Preferred Units having the designations, preferences, rights, powers and duties set forth
in the Partnership Agreement and including PIK Units (as such term is defined in the Partnership Agreement).


 


“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 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.


 


“Standstill Agreement” means
the Standstill Agreement, to be entered into at Closing, among Breitburn, the General Partner and ACMO BBEP Corp., substantially
in the form of Exhibit E.


 


“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.


 


“Tax Return” has the meaning
specified in Section 3.24(b).


 


“Taxes” has the meaning specified
in Section 3.24(b).


 


“Third Party Claim” has the
meaning specified in Section 5.03(b).


 


“Transaction Fee” has the
meaning set forth in the Closing Date Payment Letter.


 


Article
II


AGREEMENT TO SELL AND
PURCHASE


 


Section 2.01         Purchase.
On the Closing Date, subject to the terms and conditions hereof, each Purchaser hereby agrees to purchase from Breitburn, and Breitburn
hereby agrees to issue and sell to each Purchaser, the number of Series B Preferred Units set forth opposite each Purchaser’s
name on Schedule A for a cash purchase price of $7.50 (the “Purchase Price”) per Series B Preferred Unit
(collectively, the “Purchased Units”). The obligations of each Purchaser under any Basic Document 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 any Basic Document. The failure or waiver of performance under any Basic Document
of any Purchaser by Breitburn does not excuse performance by any other Purchaser and the waiver of performance of Breitburn by
any Purchaser does not excuse performance by Breitburn with respect to each other Purchaser.


 




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Section 2.02         Closing.
Subject to the terms and conditions hereof (including the delivery or satisfaction of those matters and conditions set forth in
Section 2.03), the consummation of the purchase and sale of the Series B Preferred Units hereunder (the “Closing”)
shall take place simultaneously with the consummation of the transactions contemplated by the Notes Purchase Agreement (the “Closing
Date”) at the offices of Kirkland & Ellis LLP, 600 Travis Street, Suite 2400, Houston, Texas 77002.


 


Section 2.03         Deliveries
at Closing.


 


(a)          Deliveries
of Breitburn at Closing. The Closing is conditioned upon, and the effectiveness of this Agreement and the respective obligations
of the Purchasers hereunder are subject to the accuracy, when made on the Closing Date, of the representations and warranties of
the Breitburn Entities contained herein and in the other Basic Documents, and the performance of the Breitburn Entities of their
respective obligations hereunder and each other Basic Document, and to each of the following additional terms and conditions (unless
waived by the Purchasers):


 


(i)          Vinson
& Elkins LLP, counsel for the Breitburn Entities, shall have furnished to the Purchasers its written opinion, in substantially
the form attached hereto as Exhibit A, which shall be addressed to the Purchasers and dated the date of Closing;


 


(ii)         Gregory
C. Brown, the General Partner’s Executive Vice President, General Counsel and Chief Administrative Officer, shall have furnished
to the Purchasers his written opinion, in substantially the form attached hereto as Exhibit B, which shall be addressed
to the Purchasers and dated the date of Closing;


 


(iii)        The
Partnership Agreement shall be in full force and effect;


 


(iv)        The
GP LLC Agreement shall be in full force and effect;


 


(v)         Evidence
of issuance of the Series B Preferred Units credited to book-entry accounts maintained by the transfer agent, bearing a restrictive
notation meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under
the Partnership Agreement or the Delaware LP Act and applicable federal and state securities laws, shall have been furnished to
the Purchasers;


 




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(vi)        Breitburn
shall have furnished or caused to be furnished to the Purchasers, a certificate, dated as of the Closing Date, signed on its behalf
by the Chief Executive Officer and the Chief Financial Officer of the General Partner, or other officers satisfactory to the Purchasers,
as to such matters as the Purchasers may reasonably request, including, without limitation, a statement that the representations,
warranties and agreements of the Breitburn Entities in Article III are true and correct on and as of the Closing Date, and the
Breitburn Entities have complied with all their agreements contained herein and satisfied all the conditions on their part to be
performed or satisfied hereunder at or prior to the Closing Date;


 


(vii)       Breitburn
shall have furnished to the Purchasers a certificate of the Secretary or Assistant Secretary of the General Partner, on behalf
of Breitburn, certifying as to and attaching (1) the Partnership Agreement, (2) board resolutions authorizing the execution and
delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Series
B Preferred Units, and (3) the incumbency of the officers authorized to execute the Basic Documents on behalf of Breitburn, setting
forth the name and title and bearing the signatures of such officers;


 


(viii)      A
cross-receipt executed by Breitburn and delivered to the Purchasers certifying that it has received from the Purchasers an amount
in cash equal to the Purchase Price for all Purchased Units and that Breitburn has paid to the Purchasers the Transaction Fee (which
payment will be made by netting the Transaction Fee due to each Purchaser from such Purchaser’s Purchase Price for the Series
B Preferred Units purchased by such Purchaser as of the Closing Date);


 


(ix)         The
Registration Rights Agreement, which shall have been duly executed by Breitburn;


 


(x)          The
Board Representation and Standstill Agreement, which shall have been duly executed by Breitburn and the General Partner;


 


(xi)         The
Standstill Agreement, which shall have been duly executed by Breitburn and the General Partner;


 


(xii)        The
issuance of the 2020 Notes shall have occurred, or substantially simultaneously with the purchase of the Series B Preferred Units
hereunder shall occur, in accordance with the terms of the 2020 Notes Transaction Documents; and


 


(xiii)       On
or prior to the Closing Date, the Breitburn Entities shall have furnished such other documents relating to the transactions contemplated
by this Agreement as the Purchasers may reasonably request.


 


(xiv)      All
opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in form and substance reasonably satisfactory to the Purchasers.


 


(b)          Deliveries
of Each Purchaser at Closing. At Closing, each Purchaser shall deliver or cause to be delivered (unless waived by Breitburn) to
Breitburn:


 


(i)          The
Registration Rights Agreement, which shall have been duly executed by such Purchaser;


 




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(ii)         The
Board Representation and Standstill Agreement, which shall have been duly executed by the applicable Purchaser;


 


(iii)        The
Standstill Agreement, which shall have been duly executed by the applicable Purchaser;


 


(iv)        A
cross-receipt executed by such Purchaser and delivered to Breitburn certifying that it has received from Breitburn the Series B
Preferred Units; and


 


(v)         Payment
of such Purchaser’s Purchase Price (which payment will be made by netting the Transaction Fee due to such Purchaser from
such Purchaser’s Purchase Price for the Series B Preferred Units purchased by such Purchaser as of the Closing Date) payable
by wire transfer of immediately available funds to accounts designated in advance of the Closing Date by Breitburn and the Purchasers.


 


Section 2.04         Further
Assurances. From time to time after the date hereof, without further consideration, Breitburn and each Purchaser shall use
their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions
contemplated by this Agreement.


 


Article
III


REPRESENTATIONS AND WARRANTIES
AND COVENANTS RELATED TO BREITBURN


 


As of the Closing Date, Breitburn represents
and warrants to and covenants with the Purchasers as follows:


 


Section 3.01         Formation
and Qualification of the Partnership and its Subsidiaries.


 


(a)          Each
of the Breitburn Entities has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability
company, limited partnership or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation
or formation, as the case may be, and has the full limited liability company, limited partnership or corporate, as the case may
be, power and authority to own or lease its Properties and assets and to conduct the business in all material respects in which
it is engaged, and is duly registered or qualified as a foreign limited liability company, limited partnership or corporation,
as the case may be, for the transaction of business under the laws of each jurisdiction in which the character of the business
conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary,
except where the failure to so register or qualify would not reasonably be expected to have a Material Adverse Effect.


 


(b)          Breitburn
owns a 100% membership interest in Breitburn Management Company LLC, a Delaware limited liability company (“BMC”);
such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement
of BMC (the “BMC LLC Agreement”) and is fully paid (to the extent required by the BMC LLC Agreement) and nonassessable
(except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act; and Breitburn owns such
membership interest free and clear of all Liens, other than those created by or arising under the Breitburn Credit Facility.


 




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(c)          Breitburn
owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in
accordance with the GP LLC Agreement and is fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except
as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act); and Breitburn
owns such membership interest free and clear of all Liens, other than those created by or arising under the Delaware LLC Act, the
GP LLC Agreement or the Breitburn Credit Facility


 


(d)          Breitburn
owns a 100% membership interest in Breitburn Operating GP LLC (the “OLP GP”), a Delaware limited liability company
and the general partner of the Breitburn Operating LP (the “Operating LP”); such membership interest has been
duly authorized and validly issued in accordance with the limited liability company agreement of the OLP GP (the “OLP
GP Agreement”) and is fully paid (to the extent required by the OLP GP Agreement) and nonassessable (except as such nonassessability
may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Breitburn owns such membership interest free and clear
of all Liens, other than those created by or arising under the Delaware LLC Act, the OLP GP Agreement or the Breitburn Credit Facility.


 


(e)          The
OLP GP is the sole general partner of the Operating LP and owns a 0.001% general partner interest in the Operating LP; such general
partner interest has been duly authorized and validly issued in accordance with the partnership agreement of the Operating LP (the
“OLP Agreement”); and the OLP GP owns such general partner interest free and clear of all Liens, other than
those created by or arising under the Delaware LP Act, the OLP Agreement or the Breitburn Credit Facility.


 


(f)          Breitburn
owns a 99.999% limited partner interest in the Operating LP; such limited partner interest has been duly authorized and validly
issued in accordance with the OLP Agreement and is fully paid (to the extent required by the OLP 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 Breitburn owns such
interest free and clear of all Liens, other than those created by or arising under the Delaware LP Act, the OLP Agreement and Credit
Facility.


 


(g)          The
Operating LP owns, directly or indirectly, 100% of the ownership interests in each of Alamitos Company, Breitburn Florida LLC,
Breitburn Sawtelle LLC, GTG Pipeline LLC, Mercury Michigan Company, LLC, Phoenix Production Company, Terra Energy Company LLC,
Terra Pipeline Company LLC, Beaver Creek Pipeline, L.L.C., Breitburn Collingwood Utica LLC, QR Energy, LP, QRE GP, LLC and QRE
Operating, LLC (collectively, the “Operating Subsidiaries”); such ownership interests have been duly authorized
and validly issued in accordance with the applicable limited liability company agreement or certificate of incorporation of such
subsidiary (the “Operating Subsidiary Organizational Documents”) and are fully paid (to the extent required
under the applicable bylaws or limited liability company agreement) and nonassessable (except as such nonassessability may be affected
by Sections 18-607 and 18-804 of the Delaware LLC Act, and the other applicable laws of the jurisdiction of organization, formation
or incorporation of the Operating Subsidiaries); and the Operating LP owns such stock or membership interests free and clear of
all Liens other than those created by or arising under the Breitburn Credit Facility and restrictions on transferability contained
in the Operating Subsidiary Organizational Documents.


 




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(h)          Other
than its ownership of its general partner interest in Breitburn, the General Partner does not own, directly or indirectly, any
equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other
entity. Other than its ownership of the other Breitburn Entities, Breitburn does not directly or indirectly own, directly or indirectly
own, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association
or other entity. Phoenix Production Company, Alamitos Company, GTG Pipeline LLC, Seal Beach Gas Processing Venture, Wilderness-Chester
Gas Processing Limited Partnership, Wilderness-Chester LLC, Wilderness Energy, L.C., Wilderness Energy Services Limited Partnership,
Saginaw Bay Lateral Michigan Limited Partnership, Terra Westside Processing Company, BreitBurn Transpetco GP LLC, BreitBurn Transpetco
LP LLC, Transpetco Pipeline Company, L.P., BreitBurn Oklahoma LLC and QRE GP, LLC, would not, individually or in the aggregate,
be deemed to be a “significant subsidiary” of Breitburn (as such term is defined in Section 1-02(w) of Regulation
S-X of the Securities Act).


 


(i)          The
Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding
agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and each of the GP LLC
Agreement, the OLP Agreement and the OLP GP Agreement (together with the Partnership Agreement, the “Operative Agreements”)
has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties
thereto, enforceable against the parties thereto in accordance with its terms; provided that, with respect to the Partnership
Agreement, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and
by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),
and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith
and fair dealing.


 


Section 3.02         Capitalization
and Valid Issuance of Purchased Units.


 


(a)          As
of the date hereof, and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests
of Breitburn consist of 210,930,615 Common Units and 8,000,000 Series A Cumulative Redeemable Perpetual Preferred Units (the “Series
A Preferred Units”). All outstanding Common Units and Series A Preferred Units and the limited partner interests represented
thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent
required 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 LP Act).


 


(b)          Each
of the General Partner and Breitburn Operating GP, LLC, a Delaware limited liability company and the general partner of the Operating
LP has full limited liability company power and authority to act as general partner of Breitburn and the Operating LP, respectively,
in all material respects.


 




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(c)          The
General Partner is the sole general partner of Breitburn with a non-economic general partner interest in Breitburn; such general
partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement and the General Partner
owns such general partner interest free and clear of all Liens (except for (A) restrictions on transferability contained in Section
4.6 of the Partnership Agreement or as disclosed in the Breitburn SEC Documents, (B) Liens created, arising under or securing the
Breitburn Credit Facility and the Breitburn Senior Notes and (C) other than Liens arising under the Partnership Agreement or the
Delaware LP Act).


 


(d)          The
Purchased Units being purchased by the Purchasers hereunder and the limited partner interests represented thereby will be duly
authorized by Breitburn pursuant to the Partnership Agreement prior to the Closing, as the case may be, and, when issued and delivered
to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to
the extent required by 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) and will be free of any and all Liens and restrictions
on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable
state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under
the Partnership Agreement or the Delaware LP Act. Except as disclosed in the Breitburn SEC Documents, there are no persons entitled
to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Units; and, except for the Purchased
Units to be issued pursuant to this Agreement or as disclosed in the Breitburn SEC Documents, no options, warrants or other rights
to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for,
partnership securities or ownership interests in Breitburn are outstanding.


 


(e)          Upon
issuance in accordance with this Agreement and the terms of the Series B Preferred Units, the Conversion Units will be duly authorized,
validly issued, fully paid (to the extent required by 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) and will be free of any and
all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Basic Documents and under applicable
state and federal securities laws, (ii) such Liens as are created by the Purchasers and (iii) such Liens as arise under
the Partnership Agreement or the Delaware LP Act.


 


(f)          Except
as provided for in the Partnership Agreement, there are no (i) preemptive rights or other rights to subscribe for or to purchase,
nor any restriction upon the voting or transfer of, any equity securities of Breitburn or (ii) outstanding options or warrants
to purchase any securities of Breitburn. Except for such rights as provided in the Registration Rights Agreement by and among Breitburn
Energy Partners LP, QR Holdings (QRE), LLC, QR Energy Holdings, LLC, Quantum Resources A1, LP, Quantum Resources B, LP, Quantum
Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC, dated as of July 23, 2014, the sale of
the Purchased Units as contemplated by this Agreement does not give rise to any rights for or relating to the registration of any
Series B Preferred Units or other securities of Breitburn.


 




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Section 3.03         Breitburn
SEC Documents; Breitburn Financial Statements. The historical financial statements (including the related notes and supporting
schedules) (the “Breitburn Financial Statements”) included in Breitburn’s reports, required to be filed
by it under the Exchange Act since January 1, 2014 (all such documents filed prior to the date hereof, collectively the “Breitburn
SEC Documents”), at the time filed (except to the extent corrected by a subsequent Breitburn SEC Document) (a) 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 statements therein, in light of the circumstances under which they were made in the case of any prospectus, not misleading,
(b) complied as to form in all material respects with the applicable requirements of Regulation S-X of the Securities Act, (c)
present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported
to be shown thereby at the dates and for the periods indicated and (d) have been 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).


 


Section 3.04         No
Liabilities, Material Contracts or Distributions. Other than as set forth in the Breitburn SEC Documents, none of the Breitburn
Entities has (i) incurred any liability or obligation, direct or contingent, or pursuant to the Basic Documents, other than
liabilities or obligations that were incurred in the ordinary course of business, (ii) entered into any transactions not in
the ordinary course of business that, individually or in the aggregate, is material to the Breitburn Entities, taken as a whole
or (iii) declared, paid or made any dividend or distribution on any class of security other than regular monthly pro rata
distributions to holders of Common Units or Series A Preferred Units.


 


Section 3.05         No
Material Adverse Change. Except as expressly set forth in or contemplated by the Breitburn SEC Documents, none of the Breitburn
Entities has sustained, since the date of the latest audited financial statements through the Closing Date: (a) any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, and since such date, there has not been any change in the capitalization or long-term
debt of any of the Breitburn Entities or any material adverse change in or affecting the condition (financial or otherwise), results
of operations, unitholders’ equity, properties, management or business of the Breitburn Entities, taken as a whole, in each
case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 3.06         No
Registration Required. Assuming the accuracy of the representations and warranties of the Purchasers contained in Article IV,
the issuance and sale of the Purchased Units pursuant to this Agreement are exempt from registration requirements of the Securities
Act and neither any Breitburn Entity nor any of their respective affiliates nor any person acting on its or their behalf, directly
or indirectly, has made or will make any offers or sales of any security, or has solicited or will solicit offers to buy, or otherwise
has negotiated or will negotiate in respect of, any security, under circumstances that would require registration of the Purchased
Units under the Securities Act.


 




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Section 3.07         Litigation.
Except as set forth in the Breitburn SEC Documents, there is no (i) legal or governmental proceeding pending or, to the knowledge
of Breitburn, threatened to which any Breitburn Entity is or may be a party or to which any Property or asset of any Breitburn
Entity is or may be subject; (ii) statute, rule, regulation or order that has been enacted, adopted or issued by any governmental
agency and (iii) injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent
jurisdiction to which any of the Breitburn Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above,
would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity
of this Agreement or any of the other Basic Documents or the right of any Breitburn Entity to enter into any of the Basic Documents
or to consummate the transactions contemplated hereby and thereby.


 


Section 3.08         No
Conflicts. None of (i) the offering, issuance and sale by Breitburn of the Purchased Units and the application of the
proceeds therefrom, (ii) the execution, delivery and performance of the Basic Documents, or (iii) the consummation of
the transactions contemplated hereby (1) constitutes or will constitute a violation of the Partnership Agreement, the GP LLC Agreement
or the other organizational documents of any of Breitburn, the General Partner or the Breitburn Subsidiaries, (2) constitutes or
will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute
such a default) under, any indenture (including the Breitburn Indentures and the 2020 Notes Indenture), mortgage, deed of trust,
loan agreement, lease or other agreement or instrument to which any of Breitburn, the General Partner or the Subsidiaries is a
party or by which any of them or any of their respective properties may be bound, (3) violates or will violate any statute, Law,
Permit or regulation or any order, judgment, decree or injunction of any court or Governmental Authority or body having jurisdiction
over any of the Breitburn Entities or any of their properties in a proceeding to which any of them or their property is a party,
or (4) results or will result in the creation or imposition of any Lien upon any property or assets of any of Breitburn, the General
Partner or the Subsidiaries, which conflicts, breaches, violations, defaults or liens, in the case of clauses (2) (other than with
respect to the Breitburn Indentures), (3) or (4), would, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or could reasonably be expected to impair the ability of the Breitburn Entities to perform their obligations under
this Agreement; provided, however, that no representation or warranty is made pursuant to clause (3) as to any applicable securities
Law.


 


Section 3.09         No
Default. None of the Breitburn Entities (i) is in violation of its organizational documents, (ii) is in default, and no event
has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance
of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement
or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is
in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over
it or its properties or assets except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation,
failure or default would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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Section 3.10         Authority;
Enforceability. Breitburn has all requisite power and authority to issue, sell and deliver the Purchased Units, in accordance
with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. All partnership or limited liability
company action, as the case may be, required to be taken by the General Partner and Breitburn for the authorization, issuance,
sale and delivery of the Purchased Units, the execution and delivery of the Basic Documents and the consummation of the transactions
contemplated thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under
the Partnership Agreement or the NASDAQ rules in connection with Breitburn’s issuance and sale of the Purchased Units (or
any PIK dividends thereon) to the Purchasers or will be required in connection with the conversion of the Purchased Units (including
any PIK dividends thereon) to Common Units in accordance with their terms. At Closing, each of the Basic Documents has been duly
and validly authorized, validly executed and delivered by Breitburn or the General Partner, as the case may be, and will constitute,
the legal, valid and binding obligations of Breitburn or the General Partner, as the case may be, enforceable in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights and by general principles of equity.


 


Section 3.11         Approvals.
Except as required by the Commission in connection with Breitburn’s obligations under the Registration Rights Agreement,
no permit, consent, approval, exemption, authorization, order, registration, filing or qualification of or with any Governmental
Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement
against, the Breitburn Entities of any of the Basic Documents or Breitburn’s issuance and sale of the Purchased Units, except
as may be required under the Exchange Act, state securities Laws or “Blue Sky” Laws.


 


Section 3.12         Other
Sales. Breitburn has not sold or issued any securities that would be integrated with the offering of the Series B Preferred
Units contemplated by this Agreement pursuant to the Securities Act, the Rules and Regulations or the interpretations thereof by
the Commission.


 


Section 3.13         Auditors.
PricewaterhouseCoopers LLP, who has certified certain consolidated financial statements of Breitburn included or incorporated by
reference in the Breitburn SEC Documents, is an independent registered public accounting firm with respect to such entities as
required by the Securities Act and the Rules and Regulations and the Public Company Accounting Oversight Board.


 


Section 3.14         Statistical
Data. The statistical and market-related data included or incorporated by reference in the Breitburn SEC Documents are based
on or derived from sources that Breitburn believes to be reliable and accurate in all material respects.


 


Section 3.15         Reserve
Engineers. Netherland, Sewell and Associates, Inc., Schlumberger Technology Corporation and Cawley, Gillespie & Associates,
Inc. (collectively, the “Reserve Engineers”), whose reserve reports as of December 31, 2014 (the “Reserve
Reports”) are, as of the date hereof, the independent engineers with respect to the Breitburn Entities; and the historical
information underlying the estimates of the reserves of the Breitburn Entities supplied to the Reserve Engineers for purposes of
preparing the Reserve Reports, including, without limitation, production volumes, sale prices for production, contractual pricing
provisions under oil or gas sales or marketing contracts, costs of operations and development and working interest and net revenue
information relating to ownership interests in properties, was true and correct in all material respects in accordance with customary
industry practice on the date that each such Reserve Report was prepared.


 




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Section 3.16         Proved
Reserves. Estimates of proved reserves and present values with respect to the Breitburn Entities for the year ended December
31, 2014, as described in the Breitburn SEC Documents, comply in all material respects with the applicable requirements of Regulation
S-X and Subpart 1200 of Regulation S-K under the Securities Act.


 


Section 3.17         No
Related Party Transactions. No relationship, direct or indirect, that would be required to be described in a registration statement
of the Partnership pursuant to Item 404 of Regulation S-K, exists between or among any of the Breitburn Entities, on the one
hand, and the directors, officers, shareholders, unitholders, partners, members, customers or suppliers of any of the Breitburn
Entities, on the other hand, that has not been described in the Breitburn SEC Documents.


 


Section 3.18         MLP
Status. Breitburn has, for each taxable year beginning after March 23, 2006, during which Breitburn was in existence, met the
gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)
and been treated as a partnership for U.S. federal income tax purposes. Breitburn expects to meet the gross income requirements
of Section 7704(c)(2) of the Code for its taxable year, and to be treated as a partnership for U.S. federal income tax purposes
for the full calendar year, ending December 31, 2015.


 


Section 3.19         Insurance.
The Breitburn Entities maintain or are entitled to the benefits of insurance from financially sound and reputable insurers covering
their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them
and their businesses in a commercially reasonable manner. None of the Breitburn Entities (i) has received notice from any
insurer or agent of such insurer that material capital improvements or other material expenditures will have to be made in order
to continue such insurance or (ii) has any reason to believe that it 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
at a cost that would not have a Material Adverse Effect, except as described in the Breitburn SEC Documents.


 


Section 3.20         Internal
Controls. The Partnership maintains a system of internal control over financial reporting (as such term is defined in Rule
13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under
the supervision of, the Partnership’s principal executive and principal financial officers, to provide reasonable assurance
(i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States and (ii) that interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Breitburn SEC Documents fairly presents the information
called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto. There are no material weaknesses or significant deficiencies in the Partnership’s internal controls.


 




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Section 3.21         Books
and Records; Sarbanes-Oxley Compliance.


 


(a)          Breitburn
has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, and such disclosure controls and procedures are effective in all material respects to perform
the functions for which they were established; such disclosure controls and procedures have been designed to provide reasonable
assurance that information required to be disclosed by Breitburn in reports that it files or submits under the Exchange Act is
made known to Breitburn’s management, including its principal executive officer and principal financial officer, to allow
for timely decisions regarding required disclosure, and such disclosure controls and procedures are effective at the reasonable
assurance level.


 


(b)          Breitburn
(i) makes and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of assets and (ii) maintains systems of internal accounting controls sufficient to provide reasonable assurances
that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general
or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.


 


(c)          There
is and has been no failure on the part of Breitburn and, to Breitburn’s knowledge, the General Partner’s directors
or officers, in their capacities as such, to comply in all material respects with all applicable provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith.


 


Section 3.22         XBRL
Information. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Breitburn
SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the
Commission’s rules and guidelines applicable thereto.


 


Section 3.23         Listing
and Maintenance Requirements. The Common Units are listed on the NASDAQ, and Breitburn has not received any notice of delisting.
The issuance and sale of the Purchased Units and the offer of the Common Units and issuance of such Common Units upon conversion
of the Purchased Units does not contravene NASDAQ rules and regulations.


 


Section 3.24         Taxes.


 


(a)          Except
as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the
Breitburn Entities has prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns
required to be filed by any of them and all such filed Tax Returns are complete and accurate, (ii) each of the Breitburn Entities
has timely paid all Taxes that are required to be paid by any of them, (iii) there are no audits, examinations, investigations,
actions, suits, claims or other proceedings in respect of Taxes pending or threatened in writing nor has any deficiency for any
Tax been assessed by any Governmental Authority in writing against any Breitburn Entity, and (iv) all Taxes required to be
withheld by any Breitburn Entity have been withheld and paid over to the appropriate Tax authority (except, in the case of this
clause (iv) or clause (i) or (ii) above, with respect to matters contested in good faith and for which adequate
reserves have been established on Breitburn’s financial statements in accordance with GAAP). None of the Breitburn Entities
has entered into any transaction that, as of the date of this Agreement, has been identified by the Internal Revenue Service in
published guidance as a “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated
under the Code.


 




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(b)          As
used in this Agreement, (i) “Taxes” means any and all domestic or foreign, federal, state, local or other
taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect
thereto) imposed by any Governmental Authority, including taxes on or with respect to income, franchises, windfall or other profits,
gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation
or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, and including any liability in respect
of any items described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar
provision of state, local or foreign Law), or as an indemnitor, guarantor, surety or in a similar capacity under any Contract and
(ii) “Tax Return” means any return, report or similar filing (including the attached schedules) filed or
required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or
declaration of estimated Taxes.


 


Section 3.25         Compliance
with Laws; Environmental Laws; Pipeline Safety Laws; Permits; and Environmental Permits.


 


(a)          Neither
Breitburn nor any of its Subsidiaries is in violation of any Law applicable to Breitburn or its Subsidiaries, except as would not,
individually or in the aggregate, have a Material Adverse Effect. Breitburn and its Subsidiaries possess all Permits issued by
the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such
Permits would not, individually or in the aggregate, have a 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 Permit, except where such potential
revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.


 


(b)          Each
of the Breitburn Entities has such Permits as are necessary to own its properties and to conduct its business in the manner described
in the Breitburn SEC Documents, subject to such qualifications as may be set forth in the Breitburn SEC Documents and except for
such Permits which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect; each of the Breitburn
Entities has fulfilled and performed all its material obligations with respect to such Permits which are due to have been fulfilled
and performed and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof
or results in any impairment of the rights of the holder of any such Permit, except for such revocations, terminations and impairments
that would not, individually or in the aggregate, have a Material Adverse Effect, subject in each case to such qualifications as
may be set forth in the Breitburn SEC Documents; and, except as described in the Breitburn SEC Documents, none of such Permits
contains any restriction that is materially burdensome to the Breitburn Entities, taken as a whole.


 




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(c)          The
Breitburn Entities have timely applied for or obtained and are in compliance with all such obtained material Environmental Permits
required for their operations as currently conducted, except as (i) would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Breitburn SEC Documents. Breitburn has not received
written notice of any pending action or proceeding and, to the knowledge of the Breitburn Entities, no action or proceeding is
threatened, to suspend, revoke, modify or terminate any Environmental Permit held by the Breitburn Entities that would have a Material
Adverse Effect on the Breitburn Entities. Except as disclosed on Schedule 3.25(c), the operations of the Breitburn Entities are
in compliance with all Environmental Laws and, to the knowledge of the Breitburn Entities, no occurrences or conditions currently
exist that would reasonably be expected to adversely affect the Breitburn Entities’ continued compliance with Environmental
Laws and Environmental Permits, except as (i) would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect or (ii) have been disclosed in Breitburn SEC Documents. There are no present claims under Environmental
Law asserted against any of the Breitburn Entities, including claims relating to the release, spill or disposal of any Hazardous
Substances resulting from the operations of the Breitburn Entities, except as such claims (i) would not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in Breitburn SEC Documents.
Notwithstanding any other provision of this Agreement, the representations and warranties set forth in this Section 3.25(c)
are the only representations and warranties relating to Environmental Laws or Environmental Permits.


 


(d)          Except
as disclosed on Schedule 3.25(d), the operations of the Breitburn Entities are in compliance with all Pipeline Safety Laws
and, to the knowledge of the Breitburn Entities, no occurrences or conditions currently exist that would reasonably be expected
to adversely affect the Breitburn Entities’ continued compliance with Pipeline Safety Laws, except as (i) would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) have been disclosed in
Breitburn SEC Documents. Notwithstanding any other provision of this Agreement, the representations and warranties set forth in
this Section 3.25(d) are the only representations and warranties relating to Pipeline Safety Laws.


 


Section 3.26         Title
to Property. Each of the Breitburn Entities has (i) good and defensible title to all of the oil and gas properties owned by
the Breitburn Entities, (ii) good and marketable title to all other property owned by the Breitburn Entities and (iii) good title
to all personal property owned by the Breitburn Entities, in each case, free and clear of all Liens, except (A) as described in
the Breitburn SEC Documents, (B) Liens securing taxes and other governmental charges, or claims of materialmen, mechanics and similar
persons, not yet due and payable, (C) Liens under oil and gas leases, options to lease, operating agreements, unitization and pooling
agreements, participation and drilling concessions agreements and gas sales contracts, securing payment of amounts not yet due
and payable and of a scope and nature customary in the oil and gas industry, (D) Liens arising under or permitted by the Breitburn
Credit Facility and (E) Liens that do not, individually or in the aggregate, materially affect the value of such properties, taken
as a whole, or materially interfere with the use made or proposed to be made of such properties, taken as a whole, by the Breitburn
Entities; and any real property and buildings held under lease by the Breitburn Entities are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made or proposed to be made of
such real property and buildings by the Breitburn Entities. All assets held under lease by the Breitburn Entities are held by them
under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed
to be made of such assets by the Breitburn Entities.


 




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Section 3.27         No
Labor Disputes. No labor disturbance by the employees of any of the Breitburn Entities exists or, to the knowledge of Breitburn,
is imminent that could reasonably be expected to have a Material Adverse Effect.


 


Section 3.28         Employee
Benefit Plans. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement
Security Act of 1974, as amended (“ERISA”)), for which Breitburn or any member of its “Controlled Group”
(defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code)
would have any liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements
of all applicable statutes, rules and regulations including ERISA and the Code except where the failure to so comply would not,
in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no prohibited transaction, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant
to a statutory or administrative exemption other than such transactions as would not, in the aggregate, reasonably be expected
to have a Material Adverse Effect; (iii) neither Breitburn nor any member of its Controlled Group sponsors, maintains or contributes
to, or has at any time in the six-year period preceding the date of this Agreement sponsored, maintained or contributed to, any
Plan that is subject to Title IV of ERISA; and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code
is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to raise a
material risk of the loss of such qualification. None of the Breitburn Entities maintains a “pension plan” within the
meaning of Section 3(2)(A) of ERISA that is subject to Title IV of ERISA or Section 312 of the Code.


 


Section 3.29         Form
S-3 Eligibility. As of the Closing Date, Breitburn is eligible to register the resale of its Series B Preferred Units and Common
Units for resale by the Purchasers under Form S-3 promulgated under the Securities Act.


 


Section 3.30         No
Price Stabilization. No Breitburn Entity has taken, directly or indirectly, any action designed to or that has constituted
or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Breitburn
or to facilitate the sale or resale of its securities.


 


Section 3.31         No
Subsidiary Payment Restrictions. No subsidiary of Breitburn is currently prohibited, directly or indirectly, from making any
distribution to Breitburn, from making any other distribution on such subsidiary’s capital stock or other equity interests,
from repaying to Breitburn any loans or advances to such subsidiary from Breitburn or from transferring any of such subsidiary’s
property or assets to Breitburn or any other subsidiary of Breitburn.


 


Section 3.32         Foreign
Corrupt Practices Act. None of the Breitburn Entities, and to the knowledge of the Breitburn Entities, no director, officer,
agent or employee of the Breitburn Entities (in their capacity as director, officer, agent or employee) has violated or is in violation
of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 




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Section 3.33         Money
Laundering Laws. The operations of the Breitburn Entities are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Breitburn Entities with respect to the Money Laundering Laws is pending or, to the knowledge of the Breitburn Entities, threatened.


 


Section 3.34         OFAC.
None of the Breitburn Entities, or, to the knowledge of the Breitburn Entities, any director, officer, agent, employee or affiliate
of the Breitburn Entities, is in violation of any of the country or list based economic and trade sanctions administered and enforced
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). None of the Breitburn Entities
(i) are currently subject to any U.S. sanctions administered by OFAC, (ii) have any assets located in a country or entity that
is currently subject to U.S. sanctions administered by OFAC or (iii) derives revenues from investments in, or transactions with,
persons or entities subject to any U.S. sanctions administered by OFAC. The Partnership will not directly or indirectly use the
proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered
by OFAC.


 


Article
IV


REPRESENTATIONS AND WARRANTIES
AND COVENANTS OF THE PURCHASERS


 


Each of the Purchasers, severally but not jointly,
represents, warrants and covenants to Breitburn as follows, except with respect to any representation and warranty that speaks
solely to a specific Purchaser, which representation and warranty is made only by the Purchaser to which such representation and
warranty speaks:


 


Section 4.01         Existence.
Such Purchaser is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary
power and authority to own properties and to conduct its business as currently conducted.


 


Section 4.02         Authorization,
Enforceability. Such Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations
under the Basic Documents. The execution, delivery and performance of the Basic Documents by such Purchaser and the consummation
by it of the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further
consent or authorization of such Purchaser is required. The Basic Documents have been duly executed and delivered by such Purchaser
and constitute legal, valid and binding obligations of such Purchaser; provided that, the enforceability thereof may be limited
by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’
rights generally and by general principles of equity and except as the rights to indemnification may be limited by applicable law
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


 




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Section 4.03         No
Breach. The execution, delivery and performance of the Basic Documents by such Purchaser and the consummation by such Purchaser
of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound
or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions
of the organizational documents of such Purchaser, or (c) violate any statute, order, rule or regulation of any court or governmental
agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses
(a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated
by the Basic Documents.


 


Section 4.04         Certain
Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders or investment bankers with respect
to the purchase of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement. Each Purchaser
agrees that it will indemnify and hold harmless Breitburn from and against any and all claims, demands or liabilities for broker’s,
finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by
such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this
Agreement.


 


Section 4.05         Unregistered
Securities.


 


(a)          Accredited
Investor Status; Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule
501 under the Securities Act and is able to bear the risk of its investment in Purchased Units and the Conversion Units. Such Purchaser
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the
purchase of the Purchased Units and the Conversion Units.


 


(b)          Eligible
Holder. Such Purchaser is an Eligible Holder (as defined in the Partnership Agreement).


 


(c)          Information.
Such Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations
of Breitburn that have been requested and materials relating to the offer and sale of the Purchased Units and Conversion Units
that have been requested by such Purchaser. Such Purchaser and its Representatives have been afforded the opportunity to ask questions
of Breitburn. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchasers and its
Representatives shall modify, amend or affect such Purchasers’ right (i) to rely on Breitburn’s representations
and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to
the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Basic Document.
Such Purchaser understands that its purchase of the Purchased Units involves a high degree of risk. Such Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Purchased Units.


 




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(d)          Residency.
Such Purchaser shall cooperate reasonably with Breitburn to provide any information necessary for any applicable securities filings.


 


(e)          Legends.
Such Purchaser understands that, until such time as the Purchased Units have been registered pursuant to the provisions of the
Securities Act, or the Purchased Units are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without
any restriction as to the number of securities as of a particular date that can then be immediately sold, or as provided in Section
6.13, the Purchased Units will bear a restrictive legend as provided in the Partnership Agreement. Such Purchaser understands that,
until such time as the Conversion Units have been registered pursuant to the provisions of the Securities Act, or the Conversion
Units are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or as provided in Section 6.13, the Conversion Units will
bear a restrictive legend as provided in the Partnership Agreement.


 


(f)          Purchase
Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in
violation of any securities laws. Such Purchaser has been advised and understands that neither the Purchased Units nor the Conversion
Units have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold
only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated
under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act).
Such Purchaser has been advised and understands that Breitburn, in issuing the Purchased Units, is relying upon, among other things,
the representations and warranties of each Purchaser contained in this Article IV in concluding that such issuance is a “private
offering” and is exempt from the registration provisions of the Securities Act.


 


(g)          Rule
144. Such Purchaser understands that there is no public trading market for the Purchased Units, that none is expected to develop
and that the Purchased Units must be held indefinitely unless and until Purchased Units or Conversion Units received upon conversion
thereof are registered under the Securities Act or an exemption from registration is available. Each Purchaser has been advised
of and is aware of the provisions of Rule 144 promulgated under the Securities Act.


 


(h)          Reliance
by Breitburn. Such Purchaser understands that the Purchased Units are being offered and sold in reliance on a transactional
exemption from the registration requirements of federal and state securities laws and that Breitburn is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein
in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Units
and the Conversion Units issuable upon conversion thereof.


 




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Section 4.06         Short
Selling. Such Purchaser has not engaged in any Short Sales involving Common Units owned by it between February 10, 2015 and
the date of execution of this Agreement. Such Purchaser and its affiliates shall not engage in any Short Sales involving Common
Units until April 8, 2017.


 


Section 4.07         No
Ownership of Breitburn Securities and No Hedging. As of the date of this Agreement and as of the Closing Date, (a) such Purchaser
does not own Common Units, Series A Preferred Units, Series B Preferred Units, or any other Breitburn securities, other than the
Purchased Units and the 2020 Notes to be issued to such Purchaser on the Closing Date, and (b) is not engaged in, and has not engaged
in, hedging transactions with respect to such securities.


 


Article
V


INDEMNIFICATION, COSTS
AND EXPENSES


 


Section 5.01         Indemnification
by Breitburn. Breitburn agrees to indemnify each Purchaser and its Representatives (the “Purchaser Related Parties”)
from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, 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 costs, losses, liabilities, damages,
or expenses of any kind or nature whatsoever (including 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), whether or not involving a Third Party Claim, as a result of, arising out of, or in
any way related to (i) the failure of any of the representations or warranties made by Breitburn contained herein to be true
and correct in all material respects as of the date made (except with respect to any provisions including the word “material,”
Material Adverse Effect or words of similar import, with respect to which such representations and warranties must have been true
and correct) or (ii) the breach of any covenants of Breitburn contained herein, provided that, in the case of the immediately
preceding clause (i), such claim for indemnification is made prior to the expiration of such representation or warranty; provided,
however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related
Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to Breitburn shall constitute
the date upon which such claim has been made. No Purchaser Related Party shall be entitled to recover special, consequential or
punitive damages under this Section 5.01; provided, however, that such limitation shall not prevent any Purchaser Related
Party from recovering under this Section 5.01 for any such damages to the extent that such damages (x) are in the form
of diminution in value or (y) may be payable to a third party in connection with any Third Party Claims.


 




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Section 5.02         Indemnification
by the Purchasers. Each Purchaser agrees, severally and not jointly, to indemnify Breitburn, the General Partner and their
respective Representatives (collectively, “Breitburn Related Parties”) from, costs, losses, liabilities, damages,
or expenses of any kind or nature whatsoever, 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including
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), whether or not
involving a Third Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations
or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date made or (ii) the
breach of any of the covenants of such Purchaser contained herein, provided that, in the case of the immediately preceding clause
(i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such
representation or warranty; provided, however, that for purposes of determining when an indemnification claim has
been made, the date upon which a Breitburn Related Party shall have given notice (stating in reasonable detail the basis of the
claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; provided, further,
that the liability of such Purchasers shall not be greater in amount than the sum of such Purchaser’s Series B Preferred
Unit Purchase Price plus any distributions paid to the Purchaser with respect to the Purchased Units. No Breitburn Related Party
shall be entitled to recover special, consequential or punitive damages under this Section 5.02; provided, however,
that such limitation shall not prevent any Breitburn Related Party from recovering under this Section 5.02 for any such
damages (x) are in the form of diminution in value or (y) to the extent that such damages may be payable to a third party
in connection with any Third Party Claims.


 


Section 5.03         Indemnification
Procedure.


 


(a)          A
claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification
is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any
indemnification which it may claim in accordance with this Article V, except as otherwise provided in Section 5.01 and Section
5.02.


 




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(b)          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, which the
Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third Party Claim”),
the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such
Third Party Claim, 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 Third Party 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. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no
event later than ten (10) days, 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, within ten (10) Business Days of when the Indemnified Party provides written
notice of a Third Party Claim, failed (y) to assume the defense or employ counsel reasonably acceptable to the Indemnified
Party and (z) notify the Indemnified Party of such assumption 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
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 a 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, and includes a complete release from liability of, and does not include any admission of wrongdoing
or malfeasance by, the Indemnified Party. The remedies provided for in this Section 5.03 are cumulative and are not exclusive
of any remedies that may be available to a party at law or in equity or otherwise.


 


Section 5.04         Tax
Matters. All indemnification payments under this Article V shall be adjustments to the Purchase Price except as otherwise required
by applicable Law.


 


Article
VI

MISCELLANEOUS


 


Section 6.01         MNPI
Disclosure. Within ten (10) Business Days after the Closing Date, Breitburn will file a Current Report on Form 8-K and the
applicable Basic Documents as exhibits thereto with the Commission with information relating to the transactions contemplated by
the Basic Documents.


 


Section 6.02         Certain
Notification. The Partnership shall cause proper notifications regarding the listing of the Conversion Units to NASDAQ to be
furnished to the Purchasers within 30 days after the Closing Date.


 


Section 6.03         Expenses.
Breitburn shall pay out of the proceeds received from the consummation of the transactions contemplated by this Agreement to each
Purchaser or its designee, the reasonable out-of-pocket fees and expenses incurred by such Purchaser in connection with the transactions
contemplated by the Basic Documents, including without limitation, legal, accounting, advisory and other reasonable out-of-pocket
fees and expenses.


 




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Section 6.04         Interpretation.
Article, Section, Schedule and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule
or Exhibit to this Agreement, unless otherwise specified. All Exhibits and Schedules to this Agreement are hereby incorporated
and made a part hereof as if set forth in full herein and are an integral part of this Agreement. 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” and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it. Whenever Breitburn has an obligation under the Basic Documents,
the expense of complying with that obligation shall be an expense of Breitburn unless otherwise specified. Any reference in this
Agreement to $ shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Purchaser,
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, (i) 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 and (ii) the
parties hereto shall negotiate in good faith to modify the Basic Documents so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated
to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to
be done or step taken pursuant to the Basic Documents, the date that is the reference date in calculating such period shall be
excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business
Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,”
“hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to
a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division
of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference
only and shall not affect or be utilized in construing or interpreting this Agreement.


 


Section 6.05         Survival
of Provisions. The representations and warranties set forth in Section 3.01(a), Section 3.02, Section 3.10, Section 3.11, Section
3.12, Section 4.01, Section 4.02, Section 4.04, Section 4.05 and Section 6.09 hereunder shall survive the execution and delivery
of this Agreement indefinitely, the representations and warranties set forth in Section 3.16 shall survive for a period of three
(3) years following the Closing Date, regardless of any investigation made by or on behalf of Breitburn or the Purchasers and the
other representations and warranties set forth herein shall survive for a period of fifteen (15) months following the Closing Date,
regardless of any investigation made by or on behalf of Breitburn or the Purchasers. The covenants made in this Agreement or any
other Basic Document shall survive the Closing and remain operative and in full force and effect regardless of acceptance of any
of the Purchased Units and payment therefor and repayment, conversion or repurchase thereof. Regardless of any purported general
termination of this Agreement, the provisions of Article V and all indemnification rights and obligations of Breitburn and the
Purchasers thereunder, and this Article VI shall remain operative and in full force and effect as between Breitburn and each Purchaser,
unless Breitburn and the applicable Purchaser execute a writing that expressly (with specific references to the applicable Section
or subsection of this Agreement) terminates such rights and obligations as between Breitburn and such Purchaser.


 




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Section 6.06         Termination.
This Agreement may be terminated by any party hereto if the Closing shall not have occurred on or before April 30, 2015, provided
that the right to terminate this Agreement pursuant to this Section 6.06 shall not be available to any party whose failure
to perform any of its obligations under this Agreement required to be performed by it at or prior to such date has been a cause
of, or contributed to, the failure of the Closing to have occurred on or before such date.


 


Section 6.07         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 other 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 herein, no amendment, waiver, consent, modification or termination of any provision of
any Basic Document (except in the case of the Partnership Agreement for amendments adopted pursuant to Article XIII thereof)
shall be effective unless signed by each of the parties 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 any Basic
Document and any consent to any departure by Breitburn 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 Breitburn in any case shall entitle Breitburn to any other or further notice or demand
in similar or other circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by
the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.


 


Section 6.08         Binding
Effect. This Agreement shall be binding upon Breitburn, the Purchasers and its 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 their respective successors and permitted assigns.


 




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Section 6.09         Confidentiality.
For the Confidentiality Period, no Purchaser shall, directly or indirectly, disclose to any person any confidential information
received from the Breitburn Entities, their Affiliates or their Representatives in any form, whether acquired prior to or after
the Closing Date, relating to the Breitburn Entities; provided, however, that the term “confidential information” does
not include information that (i) is or becomes generally available to the public other than (a) as a result of a disclosure by
the Purchaser in violation of this Agreement or (b) in violation of a confidentiality obligation owed to the Breitburn Entities
and known to the Purchaser, (ii) is or becomes available to the Purchaser on a non-confidential basis from a source not known to
have an obligation of confidentiality to the Breitburn Entities, (iii) was already known to the Purchaser at the time of disclosure,
or (iv) is independently developed by the Purchaser without reference to any Confidential Information disclosed to the Board Observer.
Notwithstanding the foregoing, a Purchaser may disclose any such confidential information (i) to its Affiliates and to its and
its Affiliates’ directors, officers, employees, advisory committee members, investment committee members, limited partners,
investors and legal counsel (the “Permitted Recipients”) to whom such disclosure is necessary and who in each case
either (1) acknowledge that they are bound by the confidentiality provisions of this Agreement or (2) are bound by confidentiality
obligations to the Purchaser or its Affiliates that are at least as stringent as the confidentiality provisions of this Agreement,
and in each case the Purchasers shall use reasonable best efforts to cause such Permitted Recipients to keep any such information
confidential; (ii) to any transferee or proposed transferee of the Purchased Units permitted under the Partnership Agreement; (iii)
as required by applicable Law or any securities exchange or market rule; (iv) as may be requested or required by any Governmental
Authority (provided that such Purchaser first, to the extent legally permissible, notifies Breitburn and gives Breitburn the opportunity
to contest such request or requirement, in each case as permitted by applicable Law; or (v) except with prior notice of such request
for disclosure to, and consent of, Breitburn (which consent may be withheld in Breitburn’s sole discretion). As used in this
Agreement, “Confidentiality Period” when used with regard to EIG Redwood Equity Aggregator, LP shall mean the period
from the date of this Agreement through the Standstill Termination Date (as defined in the Board Representation and Standstill
Agreement), and when used with regard to ACMO BBEP Corp., shall mean the period from the Closing Date through the date that is
eighteen months from the last date that such Purchaser received confidential information. At the closing, that certain letter agreement
by and between EIG Management Company, LLC and the General Partner, dated as of January 26, 2015 (the “EIG Confidentiality
Agreement”), and that certain letter agreement by and between Anchorage Capital Group, L.L.C. and the General Partner, dated
as of March 2, 2015 (together with the EIG Confidentiality Agreement, the “Confidentiality Agreements”) shall each
terminate and shall have no further force and effect, except that no party to the Confidentiality
Agreements shall be relieved or released from liability for damages arising out of a breach of the Confidentiality Agreements before
such respective terminations.


 


Section 6.10         Communications.
All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt
requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses


 


(a)          If
to the Purchasers:


 


c/o EIG Management Company, LLC


1700 Pennsylvania Ave NW, Suite 800


Washington, DC 20006


Attention: Niranjan Ravindran, Senior Vice President


Telephone: (202) 600-3309


Email: wdc@eigpartners.com


 




    	30



    	 



    

 


ACMO BBEP Corp


c/o Anchorage Capital Group, L.L.C.


610 Broadway, 6th Floor


New York, NY 10012


Attn: Legal


Facsimile: 212-426-4601


Email: legal@anchoragecap.com<mailto:legal@anchoragecap.com


 


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


 


EIG Management Company, LLC Three Allen Center


333 Clay Street, Suite 3500


Houston, TX 77002


Attention: Clayton Taylor, Managing Director


Telephone: (713) 615-7423


Email: clay.taylor@eigpartners.com


 


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


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, NY 10022


Attention: Richard Aftanas and John Pitts


Email: richard.aftanas@kirkland.com  and john.pitts@kirkland.com


 


Skadden, Arps, Slate, Meagher & Flom LLP


4 Times Square


New York, NY 10036


Attention: Ken Ziman


Facsimile: (917) 777-3310


Email: ken.ziman@skadden.com 


 


Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, CA 90071

Attention: Michelle Gasaway

Facsimile: (213) 621-5122

Email: michelle.gasaway@skadden.com


 


(b)          If
to Breitburn:


 


Breitburn Energy Partners LP


515 South Flower Street, Suite 4800


Los Angeles, California 90071


Attention: Gregory C. Brown


 




    	31



    	 



    

 


Facsimile: 213-225-5916


Email: gbrown@breitburn.com


 


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


 


Vinson & Elkins LLP


666 Fifth Avenue, 26th Floor


New York, NY 10103


Attention: Shelley A. Barber


Facsimile: 917-849-5353


Email: sbarber@velaw.com


 


or to such other address as Breitburn or the Purchasers 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 certified or registered mail, return receipt requested, or regular mail, if mailed; upon
actual receipt of the overnight courier copy, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing
overnight delivery.


 


Section 6.11         Removal
of Legend. In connection with a sale of the Purchased Units by a Purchaser in reliance on Rule 144, the applicable Purchaser
or its broker shall deliver to the transfer agent and Breitburn a broker representation letter providing to the transfer agent
and Breitburn any information Breitburn deems necessary to determine that the sale of the Purchased Units is made in compliance
with Rule 144, including, as may be appropriate, a certification that the Purchaser is not an affiliate of Breitburn and regarding
the length of time the Purchased Units have been held. Upon receipt of such representation letter, Breitburn shall promptly direct
its transfer agent to remove the notation of a restrictive legend in such Purchaser’s or the book-entry account maintained
by the transfer agent, including the legend referred to in Section 4.05, and Breitburn shall bear all costs associated therewith.
At such time as the Purchased Units have been sold pursuant to an effective registration statement
under the Securities Act or have been held by any Purchaser for more than one year if that Purchaser is not, and has not been in
the preceding three months, an affiliate of Breitburn (as defined in Rule 144), if the book-entry account or Certificate of
such Purchased Units still bears the notation of the restrictive legend referred to in Section 4.05, Breitburn agrees, upon
request of the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described
in Section 4.05 from the Purchased Units, and Breitburn shall bear all costs associated therewith, regardless of
whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide
to Breitburn any information Breitburn deems reasonably necessary to determine that the legend is no longer required under the
Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder
is not an affiliate of Breitburn (and a covenant to inform Breitburn if it should thereafter become an affiliate and to consent
to the notation of an appropriate restriction) and regarding the length of time the Purchased Units have been held. Breitburn shall
cooperate with such Purchaser to effect the removal of the legend referred to in Section 4.05 at any time such legend is
no longer appropriate.


 




    	32



    	 



    

 


Section 6.12         Entire
Agreement. This Agreement, the other Basic Documents and the other agreements and documents referred to herein 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 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 the other Basic Documents with respect
to the rights granted by Breitburn or any of its Affiliates or the Purchasers or any of their respective Affiliates set forth herein
or therein. This Agreement, the other Basic Documents and the other agreements and documents referred to herein or therein supersede
all prior agreements and understandings between the parties with respect to such subject matter.


 


Section 6.13         Governing
Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may
be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including
any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with
this Agreement), will be construed in accordance with and governed by the laws of the State of New York without regard to principles
of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of
competent jurisdiction located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby irrevocably
waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue
of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the
parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by Law.


 


Section 6.14         Waiver
of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS
AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,
TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


 


Section 6.15         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.


 


[Remainder of Page Left Intentionally Blank]


 




    	33



    	 



    

 


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


 


	 	BREITBURN ENERGY PARTNERS LP
	 	By:  Breitburn GP LLC, its general partner
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Executive Vice President and 
	 	 	Chief Financial Officer


 


[Signature Page to Purchase Agreement]


 




    	 



    	 



    

 


	Accepted:	 
	 	 
	EIG Redwood Equity Aggregator, LP	 
	 	 
	By:     EIG Redwood Aggregator GP, LLC, its general partner	 
	 	 
	By: EIG Asset Management, LLC, its sole member	 


 


	By:	/s/ Clayton Taylor	 
	 	Name:	Clayton Taylor	 
	 	Title:	Managing Director	 
	 	 	 	 
	By:	/s/ Richard Punches	 
	 	Name:	Richard Punches	 
	 	Title:	Managing Director	 


 


[Signature Page to Purchase Agreement]


 




    	 



    	 



    

 


	ACMO BBEP CORP.	 
	 	 	 
	By:	/s/ Natalie A. Birrell	 
	Name:	Natalie A. Birrell	 
	Title:	Director 	 
	 	As tax nominee for Anchorage Capital Partners, L.P. and ACMO BBEP, L.P.	 


 


[Signature Page to Purchase Agreement]


 




    	 



    	 



    

 


Schedule
A


 


	Purchaser	 	Series B Preferred 
 Units	 	 	Series B Preferred Unit 
 Purchase Price	 
	 	 	 	 	 	 	 
	EIG Redwood Equity Aggregator, LP	 	 	35,000,000	 	 	$	262,500,000.00	 
	 	 	 	 	 	 	 	 	 
	ACMO BBEP Corp., as tax nominee for Anchorage Capital Partners, L.P. and ACMO BBEP, L.P.	 	 	11,666,666	 	 	$	87,500,000.00	 
	 	 	 	 	 	 	 	 	 
	Total:	 	 	46,666,666	 	 	$	350,000,000.00	 



 




    	Schedule A



    	 



    

 


Schedule 3.25(c)


 


None.


 




    	 



    	 



    

 


Schedule 3.25(d)


 


None.


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF OPINION OF VINSON & ELKINS LLP


 


Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Series B Preferred Unit Purchase Agreement (the “Purchase Agreement”).
Breitburn shall furnish to the Purchasers at the Closing an opinion of Vinson & Elkins LLP, counsel for Breitburn, addressed
to the Purchasers and dated the Closing Date in form satisfactory to the Purchasers, stating that:


 


(i)          Each
of Breitburn, the General Partner, Breitburn Finance Corporation, Breitburn Management Company LLC, Breitburn Operating GP LLC,
Breitburn Operating LP, Breitburn Sawtelle LLC, Breitburn Florida LLC, Breitburn Oklahoma LLC, Breitburn Transpetco GP LLC, Breitburn
Transpetco LP LLC, Transpetco Pipeline Company, L.P., Breitburn Collingwood Utica LLC, QR Energy, LP, QRE GP, LLC and QRE Operating,
LLC (the “Delaware Entities”) has been duly formed and is validly existing and is in good standing as a limited
partnership, limited liability company or corporation, as applicable, under the Delaware LP Act, the Delaware LLC Act or the Delaware
General Corporation Law, as amended (the “DGCL”). Each of the Delaware Entities has full limited liability company,
limited partnership or corporate power and authority, as applicable, necessary to own or lease its properties and to conduct its
business, in each case in all material respects as described in the Breitburn SEC Documents. Each of the Delaware Entities is duly
qualified to do business and in good standing as a foreign limited partnership, foreign limited liability company or foreign corporation,
as applicable, in each jurisdiction as set forth on Annex 1 to this opinion.


 


(ii)         Except
as identified in the Purchase Agreement or provided for in the Partnership 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 equity securities of the Partnership pursuant
to the Partnership Agreement or any other agreement or instrument listed on Annex 2 to this opinion. To such counsel’s
knowledge, the offering, issuance or sale of the Series B Preferred Units or the Conversion Units (as defined below) as contemplated
by the Purchase Agreement does not give rise to any rights for or relating to the registration of any Series B Preferred Units
or other securities of Breitburn other than rights which have been waived and other than rights as provided in the Registration
Rights Agreement by and among Breitburn Energy Partners LP, QR Holdings (QRE), LLC, QR Energy Holdings, LLC, Quantum Resources
A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC,
dated as of July 23, 2014.


 


(iii)        The
Purchased Units to be issued and sold by Breitburn to the Purchasers and the limited partner interests represented thereby have
been duly and validly authorized by the Partnership Agreement and, when issued and delivered against payment therefor as provided
in accordance with the Purchase Agreement, will be validly issued, fully paid (to the extent required under 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).


 




    	Exhibit A-1



    	 



    

 


(iv)        The
[●] Common Units initially issuable upon conversion of the Purchased Units pursuant to the Partnership Agreement (the “Conversion
Units”) have been duly authorized by all requisite corporate action on the part of the Partnership under the Delaware LP
Act and, when issued upon conversion of the Purchased Units in accordance with the terms of the Partnership Agreement, will be
validly issued, fully paid and nonassessable.


 


(v)         No
authorization, consent, approval, waiver, license, qualification, filing, declaration, qualification or registration with, any
Governmental Authority is required for the issuance and sale by Breitburn of the Purchased Units or the Conversion Units, the execution,
delivery and performance by the Breitburn of the Basic Documents, or the consummation of the transactions contemplated by any of
such agreements, except (i) as may be required in connection with Breitburn’s obligations under the Registration Rights
Agreement to register the resale of the Purchased Units and the Common Units issuable upon conversion of the Purchased Units under
the Securities Act and the applicable rules and regulations of the Commission thereunder, (ii) those that have been obtained,
(iii) as may be required under the Securities Act or the Exchange Act or (iv) as may be required under state securities
or “Blue Sky” laws, as to which we do not express any opinion.


 


(vi)        Assuming
the accuracy of the representations and warranties of the Purchasers and Breitburn contained in the Purchase Agreement, the offer,
issuance and sale of the Series B Preferred Units and the Conversion Units by Breitburn to the Purchasers solely in the manner
contemplated by the Purchase Agreement are exempt from the registration requirements of the Securities Act; provided that we express
no opinion as to any subsequent sale.


 


(vii)       Breitburn
is not and, immediately after giving effect to the offering, issuance and sale by Breitburn of the Purchased Units and the application
of the proceeds therefrom, will not be an “investment company” as such term is defined in the Investment Company Act
of 1940, as amended.


 


(viii)      None
of the offering, issuance and sale by Breitburn of the Series B Preferred Units or the Conversion Units or the execution, delivery
and performance of the Basic Documents by Breitburn or the General Partner or the consummation of the transactions contemplated
thereby will (i) conflict with or constitute a violation of the organizational documents of any of the Delaware Entities, (ii)
constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such
a default) under any document listed on Annex 2 to this opinion, (iii) violate the Delaware LP Act, the Delaware LLC Act
or federal law (collectively, the “Included Laws”), (iv) result in the creation or imposition of any Lien upon
any property or assets of any of the Delaware Entities, which breach, violation, default or lien, in the case of clauses (ii),
(iii) or (iv), could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or could reasonably
be expected to materially impair the ability of any of the Breitburn Entities to perform their obligations under the Basic Documents;
provided, however, that no opinion as to securities law is expressed in relation to the preceding clause (iii).


 




    	Exhibit A-2



    	 



    

 


(ix)         Each
of the Basic Documents has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding
agreement of such parties thereto, enforceable against the parties thereto in accordance with their respective terms; provided,
that, with respect to each such agreement, 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.


 




    	Exhibit A-3



    	 



    

 


Annex 1


 


	Delaware Entities	Foreign Qualifications
	 	 
	Breitburn Energy Partners LP	Alabama, Arkansas, California, Florida, Indiana, Kansas, Kentucky, Louisiana, Michigan, Oklahoma, Texas, Wyoming
	 	 
	Breitburn Finance Corporation	California
	 	 
	Breitburn Management Company LLC	Alabama, Arizona, Arkansas, California, Florida, Indiana, Kansas, Kentucky, Louisiana, Michigan, New Mexico, Oklahoma, Pennsylvania, Texas, Wyoming
	 	 
	Breitburn GP LLC	California, Florida, Indiana, Kentucky, Michigan, Texas Wyoming
	 	 
	Breitburn Operating GP LLC	Alabama, Arkansas, California, Florida, Indiana, Kentucky, Louisiana, Michigan, New Mexico, Oklahoma, Texas, Wyoming
	 	 
	Breitburn Operating LP	Alabama, Arkansas, California, Florida, Indiana, Kentucky, Louisiana, Michigan, New Mexico, Oklahoma, Texas, Utah, Wyoming
	 	 
	Breitburn Sawtelle LLC	California
	 	 
	Breitburn Florida LLC	Florida
	 	 
	Breitburn Collingwood Utica LLC	Michigan


 




    	Exhibit A-4



    	 



    

 


 


 


	Breitburn Oklahoma LLC	Oklahoma
	 	 
	Breitburn Transpetco GP LLC	New Mexico, Oklahoma, Texas
	 	 
	Breitburn Transpetco LP LLC	New Mexico, Oklahoma, Texas
	 	 
	Transpetco Pipeline Company, L.P.	New Mexico, Oklahoma, Texas
	 	 
	QR Energy, LP	Alabama, Arkansas, Florida, Kansas, Louisiana, New Mexico, Oklahoma, Texas
	 	 
	QRE GP, LLC	Alabama, Arkansas, Florida, Kansas, Louisiana, New Mexico, Oklahoma, Texas
	 	 
	QRE Operating, LLC	Alabama, Arkansas, Florida, Kansas, Louisiana, New Mexico, Oklahoma, Texas


 




    	Exhibit A-5



    	 



    

 


Annex 2


 


		1)	Third Amended and Restated Administrative Services Agreement dated May 8, 2012 by and among BreitBurn Energy Partners L.P.,
BreitBurn GP, LLC, Pacific Coast Energy Company L.P. and BreitBurn Management Company, LLC (Exhibit 10.3 to Form 10-Q filed on
August 8, 2012), as amended by Amendment No. 1 to the Third Amended and Restated Administrative Services Agreement, dated March
18, 2014, between Pacific Coast Energy Company LP and Breitburn Management Company LLC (Exhibit 10.1 to Form 8-K filed on March
20, 2014), as further amended by Amendment No. 2 to the Third Amended and Restated Administrative Services Agreement, dated June
30, 2014 , between Pacific Coast Energy Company LP and Breitburn Management Company LLC (Exhibit 10.1 to Form 10-Q filed on November
5, 2014), as further amended by Amendment No. 3 to the Third Amended and Restated Administrative Services Agreement, dated July
31, 2014, between Pacific Coast Energy Company LP and Breitburn Management Company LLC (Exhibit 10.2 to Form 10-Q filed on November
5, 2014), and as further amended by Amendment No. 4 to the Third Amended and Restated Administrative Services Agreement, dated
August 29, 2014, between Pacific Coast Energy Company LP and Breitburn Management Company LLC (Exhibit 10.3 to Form 10-Q filed
on November 5, 2014).



 


		2)	Omnibus Agreement, dated August 26, 2008, by and among BreitBurn Energy Holdings LLC, BEC (GP) LLC, BreitBurn Energy Company
L.P., BreitBurn GP, LLC, BreitBurn Management Company, LLC and BreitBurn Energy Partners L.P. (Exhibit 10.2 to Form 8-K filed on
September 2, 2008).



 


		3)	First Amendment to Omnibus Agreement, dated as of May 8, 2012, by and among BreitBurn Energy Partners L.P., BreitBurn GP, LLC,
BreitBurn Management Company, LLC, Pacific Coast Energy Company L.P., Pacific Coast Energy Holdings LLC and PCEC (GP) (LLC) (Exhibit
10.4 to Form 10-Q filed on August 8, 2012).



 


		4)	Indenture, dated as of October 6, 2010, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors
named therein and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed on October 7, 2010), as supplemented by the First
Supplemental Indenture, dated as of August 8, 2013, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation,
the Guarantors named therein and U.S. National Bank Association, to the Indenture dated as of October 6, 2010 (Exhibit 4.3 to Form
8-K filed on November 22, 2013) and by the Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn
Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association (Exhibit 4.8
to the Post-Effective Amendment No. 2 to Form S-3 Registration Statement filed on of November 24, 2014).



 


		5)	Indenture, dated as of January 13, 2012, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors
named therein and U.S. Bank National Association (Exhibit 4.1 to Form 8-K filed on January 13, 2012), as supplemented by the First
Supplemental Indenture, dated as of August 8, 2013, by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation,
the Guarantors named therein and U.S. National Bank Association (Exhibit 4.2 to Form 8-K filed on November 22, 2013) and by the
Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation,
the Guarantors named therein and U.S. Bank National Association (Exhibit 4.9 to the Post-Effective Amendment No. 2 to Form S-3
Registration Statement filed on of November 24, 2014).



 




    	Exhibit A-6



    	 



    

 


		6)	Third Amended and Restated Credit Agreement, dated November 19, 2014, by and among Breitburn Operating LP, as borrower, Breitburn
Energy Partners LP, as parent guarantor, and Wells Fargo Bank, National Association, as administrative agent (Exhibit 10.1 to Form
8-K filed on November 24, 2014), as amended by the First Amendment to the Third Amended and Restated Credit Agreement, dated as
of [●], 2015, by and among Breitburn Operating LP, Breitburn Energy Partners LP, BreitBurn GP, LLC, BreitBurn Operating GP,
LLC, the subsidiary guarantors party thereto, the lenders signatory thereto and Wells Fargo Bank National Association, as administrative
agent for the lenders.



 


		7)	Registration Rights Agreement, dated July 23, 2014, by and among Breitburn Energy Partners LP, QR Holdings (QRE), LLC, QR Energy
Holdings, LLC, Quantum Resources B, LP, Quantum Resources A1, LP, Quantum Resources C, LP, QAB Carried WI, LP, QAC Carried WI,
LP and Black Diamond Resources, LLC (Exhibit 4.1 to Form 8-K filed by QR Energy, LP on July 29, 2014).



 


		14)	Indenture, dated as of [●], 2015, by and among the Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn Finance
Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee and as collateral agent, entered into
in connection with the issuance of the $650,000,000 aggregate principal amount of 9.25% Senior Notes due 2020.



 


		15)	Purchase Agreement, dated as of March 27, 2015, by and among Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn
Finance Corporation, the guarantors party thereto and the purchasers listed on Schedule I thereto, entered into in connection with
the issuance of the $650,000,000 aggregate principal amount of 9.25% Senior Notes due 2020.



 


		16)	Intercreditor Agreement, dated as of [●], 2015, by and among U.S. Bank National Association, as the collateral agent
for the 9.25% Senior Notes due 2020, the collateral agent under the credit facility and acknowledged by the Breitburn entities
party thereto.



 


		17)	Security Agreement, dated as of [●], 2015, by and
among Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn Finance Corporation, the guarantors party thereto and U.S.
Bank National Association, as the collateral agent.



 




    	Exhibit A-7



    	 



    

 


EXHIBIT B


 


FORM OF OPINION OF EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND CHIEF ADMINISTRATIVE OFFICER OF BREITBURN GP, LLC


 


Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Series B Preferred Unit Purchase Agreement (the “Purchase Agreement”).
Breitburn shall furnish to the Purchasers at the Closing an opinion of Gregory C. Brown, the General Partner’s Executive
Vice President, General Counsel and Chief Administrative Officer, addressed to the Purchasers and dated the Closing Date in form
satisfactory to the Purchasers, stating that:


 


(i)          None
of (i) the offering and sale by Breitburn of the Purchased Units, (ii) the execution, delivery and performance of this Agreement
or (iii) the consummation of the transactions contemplated hereby or thereby by each of Breitburn and the General Partner party
thereto and the application of the proceeds from the sale of the Purchased Units, by Breitburn and the General Partner conflicts
with, or, results in a breach, default (and no event has occurred that, with notice or lapse of time or otherwise, would constitute
such an event) or violation of, or imposition of any Lien upon any property or assets of the Breitburn Entities pursuant to (i)
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to me (excluding any agreements
or instruments listed on Annex 2 to Exhibit A of this Agreement) to which any of the Breitburn Entities is a party or by which
any of them or any of their properties may be bound, or (ii) any order, judgment, decree or injunction known to me of any court
or governmental agency or body to which any of the Breitburn Entities or any of their properties is subject, which conflict, breach,
default, violation or lien could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or
could reasonably be expected to materially impair the ability of either Breitburn or the General Partner to perform their obligations
under the Agreement.


 




    	Exhibit B-1



    	 



    

 


EXHIBIT C


 


FORM OF BOARD REPRESENTATION AND STANDSTILL
AGREEMENT


 




    	 



    	 



    

 


EXHIBIT C


 


BOARD REPRESENTATION AND STANDSTILL
AGREEMENT


 


THIS BOARD REPRESENTATION
AND STANDSTILL AGREEMENT, dated as of March [●], 2015 (this “Agreement”), is entered into by and among
Breitburn GP LLC, a Delaware limited liability company (the “General Partner”), Breitburn Energy Partners LP,
a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Breitburn
Entities”) and EIG Redwood Equity Aggregator, LP, a Delaware limited partnership (the “Purchaser”).
The Breitburn Entities and the Purchaser are herein referred to as the “Parties.” Capitalized terms used but
not defined herein shall have the meaning assigned to such term in the Partnership Agreement (as defined below).


 


Recitals



 


WHEREAS, pursuant to,
and subject to the terms and conditions of, the Series B Preferred Unit Purchase Agreement, dated as of March [●], 2015 (the
“Purchase Agreement”), by and among the Partnership and the Purchaser, the Partnership has agreed to issue and
sell Series B Preferred Units to the Purchaser;


 


WHEREAS, to induce
the Parties to enter into the transactions evidenced by the Purchase Agreement, each of the Parties is required to deliver this
Agreement, duly executed by each of the Parties, contemporaneously with the closing of the transactions contemplated by the Purchase
Agreement (the “Closing”);


 


WHEREAS, concurrently
with or prior to the Closing, the General Partner executed and delivered the Third Amended and Restated Agreement of Limited Partnership
of the Partnership (the “Partnership Agreement”);


 


WHEREAS, the Purchaser’s
investment in the Partnership pursuant to the Purchase Agreement is expected to benefit the Partnership;


 


WHEREAS, the Purchaser
will receive valuable consideration as a result of the investment in the Partnership pursuant to the Purchase Agreement;


 


WHEREAS, the board
of directors of the General Partner (the “Board”), on behalf of the General Partner in its individual capacity
and in its capacity as the general partner of the Partnership, has determined it to be in the best interests of the Partnership
to provide the Purchaser with certain observation and designation rights in respect of the Board, pursuant to the terms of this
Agreement; and


 


WHEREAS, the Purchaser
believes it to be in its best interest to provide the Breitburn Entities with certain standstill rights, pursuant to the terms
of this Agreement.


 


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 is hereby acknowledged by each of the Parties hereto, the Parties hereby agree as follows:


 




    	 



    	 



    




 


Agreement



 


Section
1.            Board Observation Rights.


 


(a)          During
the period commencing upon the Closing and ending on the Board Rights Termination Date (as defined below), the Breitburn Entities
shall grant the Purchaser the option and right, exercisable by the Purchaser’s delivering a written notice signed by the
Purchaser of such appointment to the Breitburn Entities (the “Observer Notice”), to appoint a single representative,
and an alternate to the representative (each, the “Board Observer”) to attend all meetings (including telephonic)
of the Board and each committee of the Board (other than the Conflicts Committee) in an observer capacity. The Observer Notice
shall be delivered to the Breitburn Entities prior to the Board Observer’s attendance at any meeting of the Board or any
committee thereof. The Board Observer shall not constitute a member of the Board or any committee thereof and shall not be entitled
to vote on, or consent to, any matters presented to the Board or any committee thereof. The initial Board Observer shall be Clayton
Taylor, and his initial alternate shall be Richard K. Punches.


 


(b)          The
Breitburn Entities shall (i) give the Board Observer written notice of each meeting or action taken by written consent at the same
time and in the same manner as notice is given to the members of the Board, (ii) provide the Board Observer with copies of all
written materials and other information (including copies of minutes of meetings or written consents of the Board and each committee
of the Board (other than the Conflicts Committee) given to the members of the Board and each such committee in connection with
such meetings or actions taken by written consent) at the same time such materials and information are furnished to such members
of the Board and each such committee, and (iii) provide the Board Observer with the same right to attend (whether in person or
by telephone or other means of electronic communication as solely determined by the Board Observer) such meetings as is given to
a member of the Board or each such committee, as applicable. The Board Observer shall agree to maintain the confidentiality of
all non-public information and proceedings of the Board and any committee of the Board and to enter into, comply with, and be bound
by, in all respects, the terms and conditions of a confidentiality agreement, substantially in the form attached hereto as Annex
A (the “Confidentiality Agreement”). Purchaser shall be responsible for any breach by the Board Observer
of the Confidentiality Agreement and for the breach by any Permitted Recipient (as defined in the Confidentiality Agreement) of
their confidentiality obligations. Notwithstanding any rights to be granted or provided to the Board Observer hereunder, the Board,
the Board’s chairman, or any Board committee chairman (as to the material or meeting of that committee) may exclude the Board
Observer from access to any material or meeting or portion thereof.


 


(c)          The
rights of the Purchaser contained in this Section 1 and Section 2 shall immediately cease and terminate on the earlier
of (i) the Series B Voting Termination Date (unless such Series B Voting Termination Date is solely the result of the conversion
of Purchased Units (as defined in the Purchase Agreement) into Common Units pursuant to the Partnership Agreement) or (ii) on or
after the initial conversion of Series B Preferred Units held by the Series B Purchasers pursuant to the Partnership Agreement,
the date on which the Series B Purchasers no longer own (A) Common Units issued in respect of any such conversion or any prior
conversion and (B) Series B Preferred Units on an as-converted basis (based on the Series B Conversion Ratio then in effect) that,
together, are equal in number to seven-and-one-half percent (7.5%) or more of the total number of outstanding Common Units
(counting for this purpose in the denominator used to calculate such percentage, all outstanding Series B Preferred Units as though
they were outstanding Common Units based on the Series B Conversion Ratio then in effect), regardless of whether such failure to
own such number of Common Units results from sales by the Series B Purchasers, dilution as the result of new issuances by the Partnership,
or otherwise (such earlier date, the “Board Rights Termination Date”); provided that, notwithstanding
the foregoing, under no circumstances shall the Board Rights Termination Date be deemed to have occurred so long as the Series
B Purchasers continue to beneficially own, solely among the Series B Purchasers, the majority of the Series B Preferred Units issued
on the Series B Original Issue Date plus a majority of the PIK Units, if any, paid with respect to the Series B Preferred Units
issued on the Series B Original Issue Date. From and after the Board Rights Termination Date, the rights of the Purchaser in this
Section 1 and Section 2 shall cease.


 




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Section 2.            Board
Designation Rights.


 


(a)          During
the period commencing upon the Closing and ending on the Board Rights Termination Date, the Breitburn Entities shall grant the
Purchaser the option and right, exercisable by the Purchaser’s delivering a written notice signed by the Purchaser, to designate
one person to serve as a Director on the Board (the “Purchaser Designated Director”); provided, however,
that such Purchaser Designated Director shall, in the reasonable judgment of the General Partner, (i) have the requisite skill
and experience to serve as a director of a public company, (ii) not be prohibited from serving as a Director pursuant to any rule
or regulation of the Commission or any National Securities Exchange on which the Partnership’s Common Units are listed or
admitted to trading, and (iii) not be an employee or director of any Competitor (as defined below); and provided, further,
that as a condition precedent to service on the Board, the Purchaser Designated Director shall deliver to the Board his or her
written resignation from the Board that the Board or its chairman may, in the Board’s or the chairman’s sole discretion,
accept and make effective at any time on or after the Board Rights Termination Date. For purposes of this Agreement, the term “Competitor”
shall mean any person or entity that (a) is an operating company (and not a person or entity, the primary business purpose of which
is to operate energy assets in the upstream energy sector; it being agreed that “Competitor” shall not include
any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated entities, whether
or not engaged in the upstream energy sector) and (b) engages in the upstream energy business or otherwise provides similar services
or engages in a similar business as the Partnership. The Breitburn Entities shall take all actions necessary or advisable to effect
the first sentence of this Section 2(a), including contemporaneously with or immediately following the Closing to increase the
size of the Board by one Director and to appoint the Purchaser Designated Director as a Class III Director, to serve an initial
term that expires no earlier than the annual meeting of the Unitholders to be held in 2017. The initial Purchaser Designated Director
is Kurt Talbot. The Purchaser agrees upon the Partnership’s request to, and to cause the Purchaser Designated Director to,
timely provide the Partnership with accurate and complete information relating to the Purchaser Designated Director as may be required
to be disclosed by the Partnership under the Securities Exchange Act and the rules and regulations promulgated thereunder. The
Purchaser further agrees to cause the Purchaser Designated Director to comply with the Section 16 filing obligations under the
Securities Exchange Act. At each applicable election of Directors, the Board shall nominate the Purchaser Designated Director,
which designee must meet the standards set forth above, as part of the slate of Directors nominated by the Board for election by
the Unitholders and shall recommend that the Unitholders vote for the Purchaser Designated Director. Additionally, in the event
of the resignation, death, or removal (for cause or otherwise) of the Purchaser Designated Director, the Purchaser shall have the
right to designate the person to be appointed by the Board as the Purchaser Designated Director to fill the resulting vacancy (subject
to such designee meeting the standards set forth above). Any action by the Purchaser to designate a Purchaser Designated Director
shall be evidenced in writing furnished to the Breitburn Entities and shall be executed by the Purchaser. While serving as a Purchaser
Designated Director, a Purchaser Designated Director shall be entitled to compensation commensurate with that of an independent
member of the Board and reimbursed for reasonable expenses consistent with the General Partner’s policies applicable to other
non-employee directors.


 




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(b)          The
option and right to appoint a Board Observer or Purchaser Designated Director granted to the Purchaser by the Partnership under
Section 1 and this Section 2, respectively, may not be transferred or assigned by the Purchaser, provided,
however, that the Purchaser may assign all (but not less than all) of its rights under Section 1 and Section 2
to any of its Affiliates with the prior written consent of the Partnership, which consent shall not be unreasonably withheld, conditioned
or delayed. Such a permitted assignee, upon and after such consent, shall be considered the Purchaser under this Agreement.


 


(c)          On
the Board Rights Termination Date, the rights of the Purchaser under this Section 2, including the right to designate a
Purchaser Designated Director, shall automatically terminate. In addition to the obligation in Section 2(a) of each Purchaser
Designated Director to deliver the written resignation described therein, on and after the Board Rights Termination Date, the Purchaser
agrees, promptly upon (and in any event within two (2) Business Days following) receipt of a written request from the Partnership,
to cause the Purchaser Designated Director then serving as a member of the Board to resign from the Board effective immediately.


 


Section 3.            Limitation
of Liability; Indemnification; Business Opportunities.


 


(a)          At
all times while the Purchaser Designated Director is serving as a member of the Board, and following any such Purchaser Designated
Director’s death, resignation, removal or other cessation as a director in such former Purchaser Designated Director’s
capacity as a former director, the Purchaser Designated Director shall be entitled to (i) the same modification and restriction
of traditional fiduciary duties, (ii) the same safe harbors for resolving conflicts of interest transactions, and (iii) all rights
to indemnification and exculpation, in each case, as are then made available to any other member of the Board.


 


(b)          For
the avoidance of doubt, the Board Observer shall have (i) no fiduciary duty to the Breitburn Entities or to any Limited Partner
and (ii) no obligations to the Breitburn Entities under this Agreement, except as described in Section 1 of this Agreement,
or to any Limited Partner.


 




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(c)          At
all times while the Board Observer is serving in such capacity in accordance with Section 1 of this Agreement, such Board
Observer, the Purchaser and its respective Affiliates may engage in, possess an interest in, or trade in the securities of, other
business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Breitburn
Entities, and the Breitburn Entities, the Board and their Affiliates shall have no rights by virtue of this Agreement in and to
such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive
with the business of the Breitburn Entities, shall not be deemed wrongful or improper. None of the Board Observer, the Purchaser
or its respective Affiliates shall be obligated to present any investment opportunity to the Breitburn Entities even if such opportunity
is of a character that the Breitburn Entities or any of their respective subsidiaries might reasonably be deemed to have pursued
or had the ability or desire to pursue if granted the opportunity to do so, and each of the Board Observer, the Purchaser or its
respective Affiliates shall have the right to take for such person’s own account (individually or as a partner or fiduciary)
or to recommend to others any such investment opportunity. Notwithstanding the foregoing, the Board Observer shall be subject to,
and comply with, the requirement to maintain confidential information pursuant to this Agreement.


 


(d)          The
Breitburn Entities shall purchase and maintain (or reimburse the Purchaser Designated Director for the cost of) insurance (“D&O
Insurance”), on behalf of the Purchaser Designated Director, against any liability that may be asserted against, or expense
that may be incurred by, such Purchaser Designated Director in connection with the Breitburn Entities’ activities or such
Purchaser Designated Director’s activities on behalf of the Breitburn Entities, regardless of whether the Breitburn Entities
would have the power to indemnify such Purchaser Designated Director against such liability under the provisions of the Partnership
Agreement (as it may be amended from time to time) or the GP LLC Agreement (as it may be amended from time to time). Such D&O
Insurance shall provide coverage commensurate with that of an independent member of the Board.


 


Section 4.            Purchaser’s
Voting Obligations.


 


(a)          Purchaser
agrees that, during the Voting Period, at any meeting of the Unitholders, however called, or at any adjournment or postponement
thereof, or in connection with any written consent of the Unitholders or in any other circumstances upon which a vote, consent
or other approval of all or some of the Unitholders is sought solely with respect to the matters described in this Section 4. Purchaser
shall vote (or cause to be voted) or execute (or cause to be executed) consents with respect to, as applicable, all of the Units
owned (beneficially or of record) by the Series B Purchasers as of the applicable record date (i) in favor of (FOR) the election
of the persons named in the Partnership’s proxy statement as the Board’s nominees for election as directors, and against
any other nominees and (ii) in favor of (FOR) the adoption of or amendment to any equity-based compensation plans presented by
the Board for Unitholder vote that is similar with respect to amount and types of awards for long-term incentive plans of publicly
traded upstream oil and gas companies.


 


(b)          With
respect to any vote of the Unitholders held during the Voting Period with respect to the matters set forth in Section 4(a), the
Purchaser shall, and shall cause the other Series B Purchasers on any applicable record date to, appear at such meeting or otherwise
cause all of the Units held by the Series B Purchasers to be counted as present thereat for purposes of establishing a quorum.
Any vote required to be cast or consent required to be executed pursuant to this Section 4 shall be cast or executed in
accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the
results of that vote or consent.


 




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(c)          “Voting
Period” means the period from and including the date of this Agreement through and including the annual meeting of Unitholders
to elect Directors to the Board that is held in 2017 (including any adjournments and postponements thereof).


 


(d)          In
addition, during the period commencing on the Closing and ending on the Board Rights Termination Date, with respect to any proposal
to remove Breitburn GP LLC as the general partner of the Partnership, the Purchaser shall not, and shall cause its Affiliates not
to, vote (or give consents for) a proportion of their Series B Preferred Units and Common Units in favor of removal that exceeds
the proportion of (i) the Common Units (plus Series B Preferred Units counted on an as-converted basis consistent with Section
17.5(a) of the Partnership Agreement) voted in favor of such proposal by the Unitholders other than the Purchaser and its Affiliates
as compared to (ii) all Common Units (plus Series B Preferred Units counted on an as-converted basis consistent with Section
17.5(a) of the Partnership Agreement) held by the Unitholders other than the Purchaser and its Affiliates.


 


Section 5.            Standstill.


 


(a)          During
the period commencing on the Closing and ending on the Standstill Termination Date, the Purchaser shall not, and shall cause its
Affiliates not to, directly or indirectly:


 


(i)          engage
in any hostile or takeover activities with respect to the Partnership or the General Partner (including by means of a tender offer
or soliciting proxies or written consents, other than as recommended by the Board);


 


(ii)         acquire
or propose to acquire beneficial ownership of additional Common Units, Series B Preferred Units or other Partnership Securities
that in the aggregate, together with their beneficial ownership of any other Units, is equal to beneficial ownership of twenty
percent (20%) or more of the voting power of the outstanding Common Units (taking into account the voting rights of the Series
B Preferred Units on an as-converted basis), provided that, the foregoing shall not prohibit or apply to the receipt of any PIK
Units as distributions on Series B Preferred Units pursuant to the Partnership Agreement, and such PIK Units shall not be taken
into account for purposes of establishing compliance with the foregoing;


 


(iii)        acquire
or propose to acquire securities of any Affiliates of the Partnership or, subject to Section 5(c)(v), any properties of the Partnership
or any of its Affiliates;


 


(iv)        call
a special meeting of the Unitholders; or


 


(v)         propose
to remove Breitburn GP LLC as the general partner of the Partnership or, other than in accordance with Section 4(d) of this
Agreement, vote to remove Breitburn GP LLC as the general partner of the Partnership.


 




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(b)          Specifically,
during the period commencing on the Closing and ending on the Standstill Termination Date, without the prior written consent of
the Board, the Purchaser shall not, and shall cause its Affiliates not to, directly or indirectly:


 


(i)          acquire
or propose to acquire beneficial ownership of additional Common Units, Series B Preferred Units or other Partnership Securities
that in the aggregate, together with their beneficial ownership of any other Units, is equal to beneficial ownership of twenty
percent (20%) or more of the voting power of the outstanding Common Units (taking into account the voting rights of the Series
B Preferred Units on an as-converted basis) provided that, the foregoing shall not prohibit or apply to the receipt of any PIK
Units as distributions on Series B Preferred Units pursuant to the Partnership Agreement, and such PIK Units shall not be taken
into account for purposes of establishing compliance with the foregoing;


 


(ii)         acquire
or propose to acquire securities of any Affiliates of the Partnership or, subject to Section 5(c)(v), any properties of the Partnership
or any of its Affiliates;


 


(iii)        propose
to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture,
acquisition or similar transaction involving the Partnership or any of its Affiliates or their properties, except as permitted
hereby;


 


(iv)        make
or in any way participate in any “solicitation” of “proxies” (as such terms are used in Rule 14a-1 of Regulation
14A under the Securities Exchange Act) or written consents to vote, seek to influence, or advise others with respect to the voting
of any voting securities of the Partnership or any of its Affiliates;


 


(v)         form,
join or participate in a “group” (within the meaning of Section 13(d) of the Securities Exchange Act) with respect
to any voting securities of the Partnership or any of its Affiliates;


 


(vi)        act
to seek to control or influence the management, Board or policies of the Partnership, except through the Purchaser Designated Director
or as permitted by Section 5(c) of this Agreement;


 


(vii)       propose
to remove Breitburn GP LLC as the general partner of the Partnership or, other than in accordance with Section 4(d) of this
Agreement, vote to remove Breitburn GP LLC as the general partner of the Partnership;


 


(viii)      publicly
disclose any intent, plan or arrangement inconsistent with this Agreement; or


 


(ix)         advise,
assist or encourage others in connection with the above.


 


(c)          Notwithstanding
the foregoing provisions of this Section 5, the foregoing provisions shall not, and are not intended to:


 




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(i)          prohibit
the Purchaser or its Affiliates from privately communicating with, including making any offer or proposal to, the Board;


 


(ii)         restrict
in any manner how the Purchaser or its Affiliates vote their Common Units or Series B Preferred Units, except as provided in Section
2(a) and Section 4;


 


(iii)        restrict
the manner in which the Purchaser Designated Director (A) may vote on any matter submitted to the Board or the Unitholders, (B)
participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in his or
her capacity as a member of the Board, or (C) may take actions required by his or her exercise of legal duties and obligations
as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of
the Board;


 


(iv)        restrict
the Purchaser or its Affiliates from selling or transferring any of their Partnership Securities to any Affiliate or successor
of the Purchaser that agrees to be bound by the provisions contained in this Agreement; 


 


(v)         prohibit
portfolio companies that are Affiliates of the Purchaser from purchasing products or services or operating assets sold by the Partnership
or its Affiliates in the ordinary course of business, provided that the aggregate purchase price of such products, services
and operating assets in any transaction or series of related transactions is equal to or less than $25 million; or


 


(vi)        restrict
the Purchaser or its Affiliates from receiving any PIK Units as distributions on Series B Preferred Units pursuant to the Partnership
Agreement.


 


(d)          “Standstill
Termination Date” means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later
of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated
Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation
rights and Board designation rights in Section 1 and Section 2 of this Agreement.


 


Section 6.            Miscellaneous.


 


(a)          Entire
Agreement. This Agreement (including the documents and instruments referred to herein) is 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 with respect to the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other
than those set forth or referred to herein with respect to the rights granted by Breitburn Entities or any of their Affiliates
or the Purchaser or any of its Affiliates set forth herein. This Agreement supersedes all prior agreements and understandings between
the Parties with respect to the subject matter hereof.


 




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(b)          Notices.
All notices and demands provided for in this Agreement shall be in writing and shall be given if delivered personally or sent by
overnight courier (providing proof of delivery) to the Parties at the following addresses (or at such other address for a Party
as shall be specified by like notice):


 


If to the Breitburn
Parties:


 


Breitburn Energy
Partners LP

515 South Flower Street, Suite 4800

Los Angeles, California 90071


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


 


Email: gbrown@breitburn.com


 


and


 


Breitburn GP LLC


515 South Flower
Street, Suite 4800

Los Angeles, California 90071


Attention: Gregory
C. Brown, Executive Vice-President, General Counsel and Chief Administrative Officer


 


Email: gbrown@breitburn.com


 


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



Vinson & Elkins LLP

666 Fifth Avenue, 26th Floor


New York, NY 10103

Attention: Shelley A. Barber


 


Email: sbarber@velaw.com






 


If to the Purchaser:


 


c/o EIG Management
Company, LLC


1700 Pennsylvania
Ave NW, Suite 800


Washington, DC 20006


Attention: Niranjan
Ravindran, Senior Vice President


Telephone: (202)
600-3309


 


Email: wdc@eigpartners.com


 




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


 


EIG Management Company,
LLC


Three Allen Center


333 Clay Street,
Suite 3500


Houston, TX 77002


Attention: Clayton
Taylor, Managing Director


Telephone: (713)
615-7423


 


Email: clay.taylor@eigpartners.com


 


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



Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Richard Aftanas and John Pitts


 


Email: richard.aftanas@kirkland.com
and john.pitts@kirkland.com


 


(c)          Interpretation.
Section references in this Agreement are references to the corresponding Section 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” and shall not be construed to limit any general statement
that it follows to the specific or similar items or matters immediately following it. Whenever any determination, consent or approval
is to be made or given by a Party, such action shall be in such Party’s sole discretion, unless otherwise specified in this
Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (i) such provision
shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable
provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect and
(ii) the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties
as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which
any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period
shall be excluded, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding
Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,”
“hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to
a subdivision in which such words appear unless the context otherwise requires. The division of this Agreement into Sections and
other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing
or interpreting this Agreement.


 




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(d)          Governing
Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may
be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including
any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with
this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles
of conflicts of laws. Any action against any Party relating to the foregoing shall be brought in any federal or state court of
competent jurisdiction located within the State of Delaware, and the Parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of any federal or state court located within the State of Delaware over any such action. Each of the Parties agrees
(i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express
reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (1) that it is and shall
continue to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State
of Delaware, and (2)(A) to the extent that such Party is not otherwise subject to service of process in the State of Delaware,
to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal processes and notify
the other Parties of the name and address of such agent, and (B) to the fullest extent permitted by law, that service of process
may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting
evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or (B)
above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Each of
the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance
of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law.


 


(e)          Waiver
of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT
OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR
ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


 


(f)          No
Waiver; Modifications in Writing.


 


(i)          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 other 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.


 




    	11



    	 



    




 


(ii)         Specific
Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of
this Agreement shall be effective unless signed by each of the Parties hereto. Any amendment, supplement or modification of or
to any provision of this Agreement, any waiver of any provision of this Agreement and any consent to any departure by a Party from
the terms of any provision of this Agreement 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 a Party in any case
shall entitle such Party to any other or further notice or demand in similar or other circumstances. Any investigation by or on
behalf of any Party shall not be deemed to constitute a waiver by the Party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein.


 


(g)          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 one and the same agreement.


 


(h)          Binding
Effect; Assignment; Termination. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns, but, subject to Section 2(b), will not be assignable or delegable by any Party
hereto without the prior written consent of each of the other Parties. This Agreement shall terminate on the later of the Board
Rights Termination Date, the expiration of the Voting Period, and the Standstill Termination Date, except that the provisions of
Section 6 shall survive any termination of this Agreement and except that no party to this Agreement shall be relieved or
released from liability for damages arising out of a breach of this Agreement before such termination.


 


(i)          Independent
Counsel. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all
negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice
of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents
referred to herein, and any and all drafts relating thereto will be deemed the work product of the Parties and may not be construed
against any Party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation
of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived.


 


(j)          Specific
Enforcement. Each of the Parties acknowledges and agrees that monetary damages would not adequately compensate an injured Party
for the breach of this Agreement by any Party, that this Agreement shall be specifically enforceable and that any breach or threatened
breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order without a requirement
of posting bond. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach
or threatened breach.


 




    	12



    	 



    




 


(k)          Further
Assurances. Each of the Parties hereto shall, from time to time and without further consideration, execute such further instruments
and take such other actions as any other Party hereto shall reasonably request in order to fulfill its obligations under this Agreement
to effectuate the purposes of this Agreement.


 


[Signature Pages Follow]


 




    	13



    	 



    




 


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


 


	GENERAL PARTNER
	 
	BREITBURN GP LLC
	 
	By:	 
	Name:	Halbert S. Washburn
	Title:	Chief Executive Officer



 


	
        PARTNERSHIP

         

        BREITBURN ENERGY PARTNERS LP

	 
	By:  Breitburn GP LLC, its general partner
	 
	By:	 
	Name:	Halbert S. Washburn
	Title:	Chief Executive Officer



 


	PURCHASER:
	 
	EIG REDWOOD EQUITY AGGREGATOR, LP
	 
	By: EIG Redwood Aggregator GP, LLC, its general partner
	 
	By: EIG Asset Management, LLC, its sole member
	 
	By:	 
	Name:	Clayton Taylor
	Title:	Managing Director



 


	By:	 
	Name:	Richard Punches
	Title:	Managing Director



 


Signature
Page to Board Representation And Standstill Agreement


 




    	 



    	 



    

 


Annex
A


 


FORM
OF CONFIDENTIALITY AGREEMENT


 


[●], 20[●]


 


Breitburn GP LLC

Breitburn Energy Partners LP

515 S. Flower Street, Suite 4800

Los Angeles, California 90071


 


Attn:    _________________


 


Dear Ladies and Gentlemen:


 


Pursuant to Section
1(b) of that certain Board Representation and Standstill Agreement, dated as of March [●], 2015 (the “Board Representation
and Standstill Agreement”), by and among Breitburn GP LLC, a Delaware limited liability company (the “General
Partner”), Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership” and, together
with the General Partner, the “Breitburn Entities”), and EIG Redwood Equity Aggregator, LP, a Delaware limited
partnership (the “Purchaser”), the Purchaser has exercised its right to appoint the undersigned as an [observer/alternate
to an observer] (the “Board Observer”) to the board of directors of the General Partner (the “Board”),
although the individual serving as the Board Observer may be changed from time to time pursuant to the terms of the Board Representation
and Standstill Agreement and upon such other new individual’s signing a confidentiality agreement in substantially the form
hereof. The Board Observer acknowledges that at the meetings of the Board and its committees and at other times, the Board Observer
may be provided with and otherwise have access to non-public information concerning the Breitburn Entities and their Affiliates.
Capitalized terms used but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Board Representation
and Standstill Agreement. In consideration for and as a condition to the Breitburn Entities furnishing access to such information,
the Board Observer hereby agrees to the terms and conditions set forth in this letter agreement (the “Agreement”):


 


1.          As
used in this Agreement, subject to Paragraph 3 below, “Confidential Information” means any and all non-public
financial or other non-public information concerning the Breitburn Entities and their Affiliates that may hereafter be disclosed
to the Board Observer by the Breitburn Entities, their Affiliates or by any of their directors, officers, employees, agents, consultants,
advisors or other representatives (including financial advisors, accountants or legal counsel) (the “Representatives”)
of the Breitburn Entities, including all notices, minutes, consents, materials, ideas or other information (to the extent constituting
information concerning the Breitburn Entities and their Affiliates that is non-public financial or other non-public information)
provided to the Board Observer.


 




    	Annex A-1



    	 



    




 


2.          Except
to the extent permitted by this Paragraph 2 or by Paragraph 3 or Paragraph 4 below, the Board Observer shall keep such Confidential
Information strictly confidential; provided, that the Board Observer may share Confidential Information with any
Series B Purchaser or such Series B Purchaser’s Affiliates and its and such Affiliates’ directors, officers, employees,
advisory committee members, investment committee members, limited partners, investors and legal counsel (the “Permitted
Recipients”) (it being understood that the Persons to whom such disclosure is made shall be subject to the terms of that
Confidentiality Agreement between the Partnership and the Purchaser dated [●], 2015). The Board Observer may not record the
proceedings of any meeting of the Board by means of an electronic recording device.


 


3.          The
term “Confidential Information” does not include information that (i) is or becomes generally available to the public
other than (a) as a result of a disclosure by the Board Observer in violation of this Agreement or (b) in violation of a confidentiality
obligation to the Breitburn Entities known to the Board Observer, (ii) is or becomes available to the Board Observer or the Purchaser
on a non-confidential basis from a source not known to have an obligation of confidentiality to the Breitburn Entities, (iii) was
already known to the Board Observer or the Purchaser at the time of disclosure, or (iv) is independently developed by the Board
Observer or the Purchaser without reference to any Confidential Information disclosed to the Board Observer.


 


4.          In
the event that the Board Observer is required or compelled by statute, rule, regulation, arbitral or judicial process or otherwise
requested by any governmental authority to disclose the Confidential Information, the Board Observer shall use reasonable best
efforts, to the extent permitted and practicable, to provide the Breitburn Entities with prompt prior written notice of such requirement
so that the Breitburn Entities may seek, at such entities sole expense and cost, an appropriate protective order. If in the absence
of a protective order, the Board Observer is nonetheless legally required or compelled to disclose Confidential Information, the
Board Observer may disclose only the portion of the Confidential Information or other information that it is so legally required
or compelled or requested to disclose.


 


5.          All
Confidential Information disclosed by the Breitburn Entities or their Representatives to the Board Observer is and will remain
the property of the Breitburn Entities, so long as such information remains Confidential Information.


 


6.          It
is understood and acknowledged that neither the Breitburn Entities nor any Representative makes any representation or warranty
as to the accuracy or completeness of the Confidential Information or any component thereof.


 


7.          It
is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Board
Observer and that the Breitburn Entities shall be entitled to seek specific performance or any other appropriate form of equitable
relief as a remedy for any such breach in addition to the remedies available to the Breitburn Entities at law.


 


8.          This
Agreement is personal to the Board Observer, is not assignable by the Board Observer and may be modified or waived only in writing.
This Agreement is binding upon the parties hereto and their respective successors and assigns and inures to the benefit of the
parties hereto and their respective successors and assigns.


 




    	Annex A-2



    	 



    




 


9.          If
any provision of this Agreement is not enforceable in whole or in part, the remaining provisions of this Agreement will not be
affected thereby. No failure or delay in exercising any right, power or privilege hereunder operates as a waiver thereof, nor does
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.


 


10.         THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAW PROVISION (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. Each of the Parties agrees (i) that this Agreement involves
at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express reliance upon 6 Del. C. §
2708. Each of the Parties hereby irrevocably and unconditionally agrees (1) that it is and shall continue to be subject to the
jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (2)(A) to the
extent that such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such Party’s agent for acceptance of legal processes and notify the other Parties of the name
and address of such agent, and (B) to the fullest extent permitted by law, that service of process may also be made on such Party
by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service,
and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or (B) above shall have the same legal
force and effect as if served upon such Party personally within the State of Delaware.


 


11.         This
Agreement and all obligations herein will automatically expire two (2) years after the date the Board Observer ceases to
act as Board Observer.


 


12.         This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and
all of which, when taken together, will constitute one and the same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile or electronic transmission constitutes effective execution and delivery of this Agreement as to the
parties and may be used in lieu of the original Agreement. Signatures of the parties transmitted by facsimile or electronic transmission
will be deemed to be their original signatures for any purpose whatsoever.


 


[Signature Page Follows]


 




    	Annex A-3



    	 



    




 


	 	Very truly yours,
	 	 
	 	 
	 	[                                  ]


 


Agreed to and Accepted, effective as of the


        day of            , 20    : 


 


	 	 
	[NAME OF OBSERVER/ALTERNATE]	 


 




    	 



    	 



    












 




EXHIBIT D


 


FORM OF PARTNERSHIP AGREEMENT


 




    	 



    	 



    

  


Exhibit D


 





 



 


THIRD AMENDED AND RESTATED


 


AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


BREITBURN ENERGY PARTNERS LP 


 


 



 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Article
    I
	DEFINITIONS
	Section 1.1	Definitions	1
	Section 1.2	Construction	23
	 	 	 
	Article
    II
	ORGANIZATION
	Section 2.1	Formation	23
	Section 2.2	Name	23
	Section 2.3	Principal Office; Other Offices	24
	Section 2.4	Purpose and Business	24
	Section 2.5	Powers	24
	Section 2.6	Power of Attorney	24
	Section 2.7	Term	26
	Section 2.8	Title to Partnership Assets	26
	Section 2.9	Certain Undertakings Relating to the Separateness
    of the Partnership	26
	 	 	 
	Article
    III
	RIGHTS
    OF LIMITED PARTNERS
	Section 3.1	Limitation of Liability	28
	Section 3.2	Management of Business	28
	Section 3.3	Outside Activities of the Limited Partners	28
	Section 3.4	Rights of Limited Partners	28
	 	 	 
	Article
    IV
	CERTIFICATES;
    RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
	Section 4.1	Certificates	29
	Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	30
	Section 4.3	Record Holders	31
	Section 4.4	Transfer Generally	31
	Section 4.5	Registration and Transfer of Limited Partner
    Interests	31
	Section 4.6	Transfer of the General Partner’s
    General Partner Interest	32
	Section 4.7	Restrictions on Transfers	33
	Section 4.8	Eligible Holder Certifications; Non-Eligible
    Holders	34
	Section 4.9	Redemption of Partnership Interests of
    Non-Eligible Holders	36
	 	 	 
	Article
    V
	CAPITAL
    CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
	Section 5.1	Interest and Withdrawal	37
	Section 5.2	Capital Accounts	37
	Section 5.3	Issuances of Additional Partnership Securities	40


 




    	i



    	 



    

 


Table
of Contents (cont'd)


 


	 	 	Page
	 	 	 
	Section 5.4	Limited Preemptive Right	41
	Section 5.5	Splits and Combinations	41
	Section 5.6	Fully Paid and Non-Assessable Nature of Limited Partner Interests	42
	 	 	 
	Article VI
	ALLOCATIONS AND DISTRIBUTIONS
	Section 6.1	Allocations for Capital Account Purposes	42
	Section 6.2	Allocations for Tax Purposes	49
	Section 6.3	Requirement and Characterization of Distributions; Distributions to Record Holders	51
	 	 	 
	Article VII
	MANAGEMENT AND OPERATION OF BUSINESS
	Section 7.1	Management	52
	Section 7.2	Certificate of Limited Partnership	54
	Section 7.3	Restrictions on the General Partner’s Authority	54
	Section 7.4	Reimbursement of the General Partner	55
	Section 7.5	Outside Activities	56
	Section 7.6	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	57
	Section 7.7	Indemnification	58
	Section 7.8	Liability of Indemnitees	59
	Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	60
	Section 7.10	Other Matters Concerning the General Partner	62
	Section 7.11	Purchase or Sale of Partnership Securities	62
	Section 7.12	Registration Rights of the General Partner and its Affiliates	63
	Section 7.13	Reliance by Third Parties	65
	 	 	 
	Article VIII
	BOOKS, RECORDS, ACCOUNTING AND REPORTS
	Section 8.1	Records and Accounting	66
	Section 8.2	Fiscal Year	66
	Section 8.3	Reports	66
	 	 	 
	Article IX
	TAX MATTERS
	Section 9.1	Tax Returns and Information	67
	Section 9.2	Tax Elections	67
	Section 9.3	Tax Controversies	67
	Section 9.4	Withholding	68
	 	 	 
	Article X
	ADMISSION OF PARTNERS
	Section 10.1	Admission of Substituted Limited Partners	68
	Section 10.2	Admission of Successor General Partner	69


 




    	ii



    	 



    

 


Table
of Contents (cont'd)


 


	 	 	Page
	 	 	 
	Section 10.3	Admission of Additional Limited Partners	69
	Section 10.4	Amendment of Agreement and Certificate of Limited Partnership	69
	 	 	 
	Article XI
	WITHDRAWAL OR REMOVAL OF PARTNERS
	Section 11.1	Withdrawal of the General Partner	70
	Section 11.2	Removal of the General Partner	72
	Section 11.3	Interest of Departing General Partner and Successor General Partner	72
	Section 11.4	Withdrawal of Limited Partners	73
	 	 	 
	Article XII
	DISSOLUTION AND LIQUIDATION
	Section 12.1	Dissolution	74
	Section 12.2	Continuation of the Business of the Partnership After Dissolution	74
	Section 12.3	Liquidator	75
	Section 12.4	Liquidation	75
	Section 12.5	Cancellation of Certificate of Limited Partnership	76
	Section 12.6	Return of Contributions	76
	Section 12.7	Waiver of Partition	76
	Section 12.8	Capital Account Restoration	76
	 	 	 
	Article XIII
	AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
	Section 13.1	Amendments to be Adopted Solely by the General Partner	77
	Section 13.2	Amendment Procedures	78
	Section 13.3	Amendment Requirements	79
	Section 13.4	Special Meetings	80
	Section 13.5	Notice of a Meeting	85
	Section 13.6	Record Date	86
	Section 13.7	Adjournment	86
	Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	86
	Section 13.9	Quorum and Voting	87
	Section 13.10	Conduct of a Meeting	87
	Section 13.11	Action Without a Meeting	88
	Section 13.12	Right to Vote and Related Matters	88
	 	 	 
	Article XIV
	MERGER OR CONVERSION
	Section 14.1	Authority	89
	Section 14.2	Procedure for Merger, Consolidation or Conversion	89
	Section 14.3	Approval by Limited Partners	90
	Section 14.4	Certificate of Merger or Conversion	91
	Section 14.5	Amendment of Partnership Agreement	92
	Section 14.6	Effect of Merger or Conversion	92


 




    	iii



    	 



    

 


Table
of Contents (cont'd)


 


	 	 	Page
	 	 	 
	Article XV
	RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
	Section 15.1	Right to Acquire Limited Partner Interests	93
	 	 	 
	Article XVI
	SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED UNITS
	Section 16.1	Designation	94
	Section 16.2	Units	95
	Section 16.3	Distributions	95
	Section 16.4	Change of Control	96
	Section 16.5	Voting Rights	98
	Section 16.6	Optional Redemption	98
	Section 16.7	No Sinking Fund	100
	Section 16.8	Record Holders	100
	Section 16.9	Notices	101
	Section 16.10	Other Rights	101
	 	 	 
	Article XVII
	SERIES B PERPETUAL CONVERTIBLE PREFERRED UNITS
	Section 17.1	Designation	101
	Section 17.2	Units	101
	Section 17.3	Distributions	102
	Section 17.4	Change of Control	105
	Section 17.5	Voting Rights	107
	Section 17.6	Conversion of Series B Preferred Units	109
	Section 17.7	No Sinking Fund	111
	Section 17.8	Record Holders	111
	Section 17.9	Notices	112
	Section 17.10	Other Rights	112
	 	 	 
	Article XVIII
	GENERAL PROVISIONS
	Section 18.1	Addresses and Notices	112
	Section 18.2	Further Action	113
	Section 18.3	Binding Effect	113
	Section 18.4	Integration	113
	Section 18.5	Creditors	113
	Section 18.6	Waiver	113
	Section 18.7	Counterparts	113
	Section 18.8	Applicable Law	114
	Section 18.9	Invalidity of Provisions	114
	Section 18.10	Consent of Partners	114
	Section 18.11	Facsimile Signatures	114
	Section 18.12	Third-Party Beneficiaries	114


 




    	iv



    	 



    




 


THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED


PARTNERSHIP OF BREITBURN ENERGY
PARTNERS LP


 


THIS THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LP dated as of March [●], 2015, is entered into by and among Breitburn
GP LLC, a Delaware limited liability company, as the General Partner and as the lawful agent and attorney-in-fact for the Limited
Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration
of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:


 


Article
I


DEFINITIONS


 


Section
1.1           Definitions. The following definitions shall
be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


 


“Additional Book Basis”
means, with respect to any Adjusted Property, the portion of the Carrying Value of such Adjusted Property that is attributable
to positive adjustments made to such Carrying Value, as determined in accordance with the provisions set forth below in this definition
of Additional Book Basis. For purposes of determining the extent to which Carrying Value constitutes Additional Book Basis:


 


(a)          Any
negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up Event
shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to
any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.


 


(b)          If
Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event (an “Additional Book
Basis Reduction”) and the Carrying Value of other property is increased as a result of such Book-Down Event (a “Carrying
Value Increase”), then any such Carrying Value Increase shall be treated as Additional Book Basis in an amount equal
to the lesser of (a) the amount of such Carrying Value Increase and (b) the amount determined by proportionately allocating
to the Carrying Value Increases resulting from such Book-Down Event the lesser of (i) the aggregate Additional Book Basis
Reductions resulting from such Book Down-Event and (ii) the amount by which the Aggregate Remaining Net Positive Adjustments
after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted
Property after such Book-Down Event (determined without regard to the application of this clause (ii) to such Book-Down Event).


 


“Additional Book Basis Derivative
Items” means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent
that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable
period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the “Excess Additional
Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the
same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional
Book Basis bears to the Additional Book Basis as of the beginning of such period.


 




    	 



    	 



    

  


“Additional Limited Partner”
means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.3 and who is shown as such on the books
and records of the Partnership.


 


“Adjusted Capital Account”
means, with respect to any Partner, the balance in such Partner’s Capital Account at the end of each taxable period of the
Partnership, after giving effect to the following adjustments:


 


(a)          Credit
to such Capital Account any amounts that such Partner is (x) obligated to restore under the standards set by Treasury Regulation
Section 1.704-1(b)(2)(ii)(c) or (y) deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation
Sections 1.704-2(g)(1) and 1.704-2(i)(5); and


 


(b)          Debit
to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6).


 


The foregoing definition of Adjusted Capital Account is intended
to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
The “Adjusted Capital Account” of a Partner in respect of the General Partner Interest, a Common Unit, a Series A Preferred
Unit, a Series B Preferred Unit or any other Partnership Interest shall be the amount that such Adjusted Capital Account would
be if such General Partner Interest, Common Unit, Series A Preferred Unit, Series B Preferred Unit or other Partnership Interest
were the only interest in the Partnership held by such Partner from and after the date on which such General Partner Interest,
Common Unit, Series A Preferred Unit, Series B Preferred Unit or other Partnership Interest was first issued.


 


“Adjusted Property” means
any property the Carrying Value of which has been adjusted pursuant to Section 5.2(d)(i) or 5.2(d)(ii).


 


“Affiliate” means, with
respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled
by or is under common control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise. For the avoidance of doubt, no Person shall be deemed an Affiliate of the General
Partner under this Agreement solely by virtue of such Person’s ownership of Partnership Securities. Without conceding
that any Person that acquired Series B Preferred Units on the Series B Original Issue Date is otherwise deemed an Affiliate of
the General Partner under this Agreement, in no event shall any Person that acquired Series B Preferred Units on the Series B Original
Issue Date be deemed an Affiliate of the General Partner for purposes of Sections 4.5(f), 7.5(d), 7.11, 7.12 and 15.1 of this Agreement.


 


“Aggregate Remaining Net Positive
Adjustments” means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the
Partners.


 




    	2



    	 



    

  


“Agreed Allocation” means
any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1,
including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).


 


“Agreed Value” of (a) a
Contributed Property means the fair market value of such property at the time of contribution and (b) an Adjusted Property
means the fair market value of such Adjusted Property on the date of the Revaluation Event as described in Section 5.2(d),
in each case as determined by the General Partner. The General Partner shall use such method as it determines to be appropriate
to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction
among each separate property on a basis proportional to the fair market value of each Contributed Property.


 


“Agreement” means this
Third Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP, as it may be amended, supplemented
or restated from time to time.


 


“Arrears” means, with
respect to (i) Series A Distributions for any Month (or, with respect to the initial Series A Distribution, for the initial
Series A Distribution Period), that the full cumulative Series A Distributions to the most recent Series A Distribution
Date (or, with respect to the initial Series A Distribution, to July 15, 2014) have not been paid on all Outstanding Series A
Preferred Units or (ii) Series B Distributions for any Month (or, with respect to the initial Series B Distribution, for the
initial Series B Distribution Period), that the full cumulative Series B Distributions to the most recent Series B Distribution
Date (or, with respect to the initial Series B Distribution, to [●], 2015) have not been paid on all Outstanding Series B
Preferred Units.


 


“Assignee” means a Person
to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement and who has executed
and delivered a Transfer Application, including a Eligible Holder Certification, as required by this Agreement, but who has not
been admitted as a Substituted Limited Partner.


 


“Associate” means, when
used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer
or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any
trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee
or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has
the same principal residence as such Person.


 


“Available Cash” means,
with respect to any Quarter ending prior to the Liquidation Date:


 


(a)          all
cash and cash equivalents of the Partnership Group on the date of determination of Available Cash with respect to such Quarter,
less


 




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(b)          the
amount of any cash reserves established by the General Partner to (i) provide for the proper conduct of the business of the
Partnership (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group)
subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument
or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject, (iii) provide
funds for Series A Payments, (iv) provide funds for Series B Distributions or (v) provide funds for distributions under Section 6.3
in respect of any one or more of the next four Quarters; provided, however, that disbursements made by a Group Member
or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of
Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes
of determining Available Cash, within such Quarter if the General Partner so determines.


 


Notwithstanding the foregoing, “Available
Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal law for the relief of debtors.


 


“Board of Directors”
means, with respect to the General Partner, its board of directors or managers, as applicable, if a corporation or limited liability
company, or if a limited partnership, the board of directors or board of managers of the general partner.


 


“Book Basis Derivative Items”
means any item of income, deduction, gain, loss, Simulated Depletion, Simulated Gain or Simulated Loss included in the determination
of Net Income or Net Loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, Simulated
Depletion, or gain, loss, Simulated Gain or Simulated Loss, with respect to an Adjusted Property).


 


“Book-Down Event” means
a Revaluation Event that gives rise to a Net Termination Loss.


 


“Book-Tax Disparity”
means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference
between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income
tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed
Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained
pursuant to Section 5.2 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained
strictly in accordance with federal income tax accounting principles.


 


“Book-Up Event” means
a Revaluation Event that gives rise to a Net Termination Gain.


 


“Business Day” means
Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America
or the states of California or New York shall not be regarded as a Business Day.


 




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“Capital Account” means
the capital account maintained for a Partner pursuant to Section 5.2. The “Capital Account” of a Partner
in respect of a General Partner Interest, a Common Unit, a Series A Preferred Unit, a Series B Preferred Unit or any other Partnership
Interest shall be the amount that such Capital Account would be if such General Partner Interest, Common Unit, Series A Preferred
Unit, Series B Preferred Unit or other Partnership Interest were the only interest in the Partnership held by such Partner from
and after the date on which such General Partner Interest, Common Unit, Series A Preferred Unit, Series B Preferred Unit or other
Partnership Interest was first issued.


 


“Capital Contribution”
means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership
pursuant to this Agreement.


 


“Carrying Value” means
(a) with respect to a Contributed Property or an Adjusted Property, the Agreed Value of such property reduced (but not below
zero) by all depreciation, Simulated Depletion, amortization and other cost recovery deductions charged to the Partners’
Capital Accounts in respect of such property, and (b) with respect to any other Partnership property, the adjusted basis of
such property for federal income tax purposes, all as of the time of determination. In the case of any oil and gas property (as
defined in Section 614 of the Code), adjusted basis shall be determined pursuant to Treasury Regulation Section 1.613A–3(e)(3)(iii)(C).
The Carrying Value of any property shall be adjusted from time to time in accordance with Section 5.2(d) and to reflect changes,
additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate
by the General Partner.


 


“Cash COC Conversion Premium”
means (i) prior to the first anniversary of the Series B Original Issue Date, 115%, (ii) during the period commencing on the first
anniversary and ending on the date immediately preceding the second anniversary of the Series B Original Issue Date, 110%, (iii)
during the period commencing on the second anniversary and ending on the date immediately preceding the third anniversary of the
Series B Original Issue Date, 105%, and (iv) thereafter, 101%.


 


“Cash COC Event” means
any Change of Control in which the consideration received by the holders of Common Units, including holders of Series A Preferred
Units and Series B Preferred Units upon conversion into Common Units in accordance with this Agreement, is comprised of at least
90% cash.


 


“Cause” means a court
of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud or willful
misconduct in its capacity as a general partner of the Partnership.


 


“Certificate” means (a) a
certificate (i) substantially in the form of Exhibit A to this Agreement with respect to the Common Units, Exhibit B to this
Agreement with respect to Series A Preferred Units, or Exhibit C to this Agreement with respect to Series B Preferred Units, (ii) issued
in global form in accordance with the rules and regulations of the Depositary or (iii) in such other form as may be adopted
by the General Partner, issued by the Partnership evidencing ownership of one or more Common Units or (b) a certificate, in
such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership
Securities.


 




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“Certificate of Limited Partnership”
means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced
in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.


 


“Change of Control” means
the occurrence of either the following:


 


(a)          the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Partnership and its subsidiaries
taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange
Act)); or


 


(b)          the
consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as
defined above) becomes the beneficial owner of more than 50% of the Partnership’s voting interest, measured by voting power
rather than number of Common Units, Series A Preferred Units, Series B Preferred Units or the like.


 


“Change of Control Conversion Date”
shall be the date fixed by the General Partner, in its sole discretion, as the date the Series A Preferred Units or the Series
B Preferred Units, as applicable, are to be converted to Conversion Common Units. Such Change of Control Conversion Date shall
be a Business Day that is no fewer than 20 days nor more than 35 days from the date on which the Partnership provides the notice
to Series A Holders or Series B Holders, as applicable, of the Series A Change of Control Offer or the Series B Change of Control
Offer, as applicable.


 


“claim” (as used in Section 7.12(c))
has the meaning assigned to such term in Section 7.12(c).


 


“Closing Price” means,
in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular
way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way,
as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National
Securities Exchange (other than the NASDAQ Global Select Market) on which the respective Limited Partner Interests are listed or
admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange
(other than the NASDAQ Global Select Market), the last quoted price on such day or, if not so quoted, the average of the high bid
and low asked prices on such day in the over-the-counter market, as reported by the NASDAQ Global Select Market or such other system
then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average
of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner
Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited
Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.


 




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“Code” means the Internal
Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision of any successor law.


 


“Combined Interest” has
the meaning assigned to such term in Section 11.3(a).


 


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


 


“Common Unit” means a
Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners and Assignees, and having
the rights and obligations specified with respect to Common Units in this Agreement.


 


“Common Unit Price” means
(i) the amount of cash consideration per Common Unit, if the consideration to be received in the Change of Control by the
holders of the Common Units is solely cash; and (ii) the average of the closing price for the Common Units on the NASDAQ (or
other National Securities Exchange on which the Common Units are then trading) for the ten consecutive Trading Days immediately
preceding, but not including the Change of Control Conversion Date, if the consideration to be received in the Change of Control
by the holders of the Common Units is other than solely cash.


 


“Conflicts Committee”
means a committee of the Board of Directors of the General Partner composed entirely of two or more directors who are not (a) security
holders, officers or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General
Partner or (c) holders of any ownership interest in the Partnership Group other than Common Units and who also meet the independence
standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange
Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units
are listed or admitted to trading.


 


“Contributed Property”
means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the
Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.2(d), such property shall
no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.


 


“Contribution Agreement”
means that certain Contribution and Conveyance Agreement, dated as of October 10, 2006, among the General Partner, the Partnership,
the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated
or referenced thereunder, as such may be amended, supplemented or restated from time to time.


 


“Conversion Common Units”
means Common Units issued upon conversion of (i) the Series A Preferred Units pursuant to Section 16.4(a) or (ii) the Series B
Preferred Units pursuant to Section 17.6.


 


“Conversion Price” means
the product of the Series B Issue Price multiplied by the Series B Conversion Ratio.


 




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“Converting
Unitholder” means a Person entitled to receive Common Units upon conversion of Series B Preferred Units.


 


“Curative Allocation”
means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(x).


 


“Current Market Price”
means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing
Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.


 


“Delaware Act” means
the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated
from time to time, and any successor to such statute.


 


“Departing General Partner”
means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant
to Section 11.1 or 11.2.


 


“Depositary” means, with
respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.


 


“Directors” shall mean
the members of the Board of Directors.


 


“Economic Risk of Loss”
has the meaning set forth in Treasury Regulation Section 1.752-2(a).


 


“Eligible Holder” means
a person or entity qualified to hold an interest in oil and gas leases on federal lands. As of the date hereof, Eligible Holder
means: (1) a citizen of the United States; (2) a corporation organized under the laws of the United States or of any
state thereof; (3) a public body, including a municipality; or (4) an association of United States citizens, such as
a partnership or limited liability company, organized under the laws of the United States or of any state thereof, but only if
such association does not have any direct or indirect foreign ownership, other than foreign ownership of stock in a parent corporation
organized under the laws of the United States or of any state thereof. For the avoidance of doubt, onshore mineral leases or any
direct or indirect interest therein may be acquired and held by aliens only through stock ownership, holding or control in a corporation
organized under the laws of the United States or of any state thereof.


 


“Eligible Holder Certification”
means a properly completed certificate in such form as may be specified by the General Partner by which an Assignee or a Limited
Partner certifies that he (and if he is a nominee holding for the account of another Person, that to the best of his knowledge
such other Person) is an Eligible Holder.


 


“Event Issue Value” means,
with respect to any Common Unit as of any date of determination, (i) in the case of a Revaluation Event that includes the
issuance of Common Units pursuant to a public offering and solely for cash, the price paid for such Common Units, or (ii) in
the case of any other Revaluation Event, the Closing Price of the Common Units on the date of such Revaluation Event or, if the
General Partner determines that a value for the Common Unit other than such Closing Price more accurately reflects the Event Issue
Value, the value determined by the General Partner.


 




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“Event of Noncompliance”
means the failure of the Partnership to make any Series B Distribution which it is required to make pursuant to Section 17.3.


 


“Event of Withdrawal”
has the meaning assigned to such term in Section 11.1(a).


 


“Excess Additional Book Basis”
has the meaning set forth in the definition of Additional Book Basis Derivative Items.


 


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


 


“General Partner” means
Breitburn GP LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership
as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).


 


“General Partner Interest”
means the management interest of the General Partner in the Partnership in its capacity as a general partner. The General Partner
Interest does not have any rights to ownership, profit or any rights to receive distributions from operations or the liquidation
of the Partnership. For the avoidance of doubt, it is hereby confirmed that Breitburn GP LLC continues as the general partner of
the Partnership without holding any economic interest in the Partnership and the business of the Partnership is continued without
dissolution.


 


“Gross Liability Value”
means, with respect to any liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount
of cash that a willing assignor would pay to a willing assignee to assume such liability in an arm’s-length transaction.


 


“Group” means a Person
that with or through any of its Affiliates or Associates has any agreement, contract, arrangement, understanding or relationship
for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response
to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests
with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership
Interests.


 


“Group Member” means
a member of the Partnership Group.


 


“Group Member Agreement”
means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the
limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and
bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing
document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group
Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as
such may be amended, supplemented or restated from time to time.


 




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“Holder” as used in Section 7.12,
has the meaning assigned to such term in Section 7.12(a).


 


“Indemnified Persons”
has the meaning assigned to such term in Section 7.12(c).


 


“Indemnitee” means (a) the
General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner
or any Departing General Partner, (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee
of any Group Member, the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner
or any Departing General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing
General Partner or any Affiliate of the General Partner or any Departing General Partner as an officer, director, member, partner,
fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services
basis, trustee, fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee”
for purposes of this Agreement.


 


“Initial Offering” means
the initial offering and sale of Common Units to the public, as described in the Registration Statement.


 


“Initial Unit Price”
means (a) with respect to the Common Units, the initial public offering price per Common Unit at which the Underwriters offered
the Common Units to the public for sale as set forth on the cover page of the prospectus included as part of the Registration Statement
and first issued at or after the time the Registration Statement first became effective or (b) with respect to any other class
or series of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined
by the General Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution,
subdivision or combination of Units.


 


“Issued Preferred Units”
means the Series A Preferred Units and the Series B Preferred Units, having the designations, preferences, rights, powers and duties
set forth in Article XVI and Article XVII, respectively.


 


“Junior Securities” means
(a) the Common Units and (b) any other class or series of Partnership Securities, the terms of which class do not expressly
provide that it is made senior to or on parity with the Series A Preferred Units and the Series B Preferred Units as to the
payment of nonliquidating distributions.


 


“Limited Partner” means,
unless the context otherwise requires, (a) each limited partner of the Partnership at the effective time of this Agreement,
each Substituted Limited Partner, each Additional Limited Partner and any Departing General Partner upon the change of its status
from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited
partner of the Partnership or (b) solely for purposes of Articles V, VI, VII, IX and XII, each Assignee.


 




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“Limited Partner Interest”
means the ownership interest of a Limited Partner or Assignee in the Partnership, which may be evidenced by Common Units, Series
A Preferred Units, Series B Preferred Units or other Partnership Securities or a combination thereof or interest therein, and includes
any and all benefits to which such Limited Partner or Assignee is entitled as provided in this Agreement, together with all obligations
of such Limited Partner or Assignee to comply with the terms and provisions of this Agreement.


 


“Liquidation Date” means
(a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and
(b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding
Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and
(b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.


 


“Liquidator” means one
or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee
of the Partnership within the meaning of the Delaware Act.


 


“Merger Agreement” has
the meaning assigned to such term in Section 14.1.


 


“Month” means with respect
to (i) the Series A Preferred Units, each calendar month beginning on July 15, 2014 and continuing through the end of the
month in which no Series A Preferred Unit remains Outstanding or (ii) the Series B Preferred Units, each calendar month beginning
on March [●], 2015 and continuing through the end of the month in which no Series B Preferred Unit remains Outstanding.


 


“National Securities Exchange”
means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act, and any successor to such
statute.


 


“Net Agreed Value” means,
(a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by
the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property
distributed to a Partner or Assignee by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant
to Section 5.2(d)(ii)) at the time such property is distributed, reduced by any indebtedness either assumed by such Partner
or Assignee upon such distribution or to which such property is subject at the time of distribution, in either case, as determined
under Section 752 of the Code.


 


“Net Income” means, for
any taxable period, the excess, if any, of the Partnership’s items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s
items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination
Loss) for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 5.2(b)
and shall include Simulated Gain (as provided in Section 6.1(e)(iii)), but shall not include Simulated Depletion, Simulated
Loss, or any items specially allocated under Section 6.1(d); provided, that the determination of the items that have
been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items pursuant to Section
6.1(d)(xii).


 




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“Net Loss” means, for
any taxable period, the excess, if any, of the Partnership’s items of loss and deduction (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s
items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance
with Section 5.2(b) and shall include Simulated Gains (as provided in Section 6.1(e)(iii)), but shall not include Simulated
Depletion, Simulated Loss or any items specially allocated under Section 6.1(d); provided, that the determination of
the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items
pursuant to Section 6.1(d)(xii) were not in this Agreement.


 


“Net Positive Adjustments”
means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made
to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.


 


“Net Termination Gain”
means, for any taxable period, (a) the sum, if positive, of all items of income, gain, loss or deduction (determined in accordance
with Section 5.2) that are recognized (i) after the Liquidation Date or (ii) upon the sale, exchange or other disposition
of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the Partnership Group), or (b) the excess, if any, of the aggregate
amount of Unrealized Gain over the aggregate amount of Unrealized Loss deemed recognized by the Partnership pursuant to Section 5.2(d)
on the date of a Revaluation Event; provided, however, the items included in the determination of Net Termination Gain shall
include Simulated Gain (as provided in Section 6.1(e)(iii)), but shall not include Simulated Depletion, Simulated Loss, or
any items of income, gain or loss specially allocated under Section 6.1(d).


 


“Net Termination Loss”
means, for any taxable period, (a) the sum, if negative, of all items of income, gain, loss or deduction (determined in accordance
with Section 5.2) that are recognized (i) after the Liquidation Date or (ii) upon the sale, exchange or other disposition
of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the Partnership Group), or (b) the excess, if any, of the aggregate
amount of Unrealized Loss over the aggregate amount of Unrealized Gain deemed recognized by the Partnership pursuant to Section 5.2(d)
on the date of a Revaluation Event; provided, however, items included in the determination of Net Termination Loss
shall include Simulated Gain (as provided in Section 6.1(e)(iii)), but shall not include Simulated Depletion, Simulated Loss,
or any items of income, gain or loss specially allocated under Section 6.1(d).


 


“Noncompensatory Option”
has the meaning set forth in Treasury Regulation Section 1.721-2(f).


 


“Non-Eligible Holder”
means a Person whom the General Partner has determined does not constitute an Eligible Holder and as to whose Partnership Interest
the General Partner has become the Substituted Limited Partner, pursuant to Section 4.8.


 




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“Non-Recourse Built-in Gain”
means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Non-Recourse
Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2 if such properties
were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.


 


“Non-Recourse Deductions”
means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of
the Code), Simulated Depletion or Simulated Loss that, in accordance with the principles of Treasury Regulation Section 1.704-2(b),
are attributable to a Non-Recourse Liability.


 


“Non-Recourse Liability”
has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).


 


“Notice of Election to Purchase”
has the meaning assigned to such term in Section 15.1(b).


 


“Omnibus Agreement” means
the Omnibus Agreement, dated as of August 26, 2008, among the General Partner, the Partnership, BreitBurn Energy Company LP,
BreitBurn Energy Holdings LLC, BEC (GP) LLC and BreitBurn Management Company, LLC, as amended.


 


“Operating Partnership”
means BreitBurn Operating L.P., a Delaware limited partnership, and any successors thereto.


 


“Opinion of Counsel”
means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates)
acceptable to the General Partner.


 


“Outstanding” means,
with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding
on the Partnership’s books and records as of the date of determination; provided, however, that if at any time
any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding Partnership
Securities of any class then Outstanding, all Partnership Securities owned by such Person or Group shall not be voted on any matter
and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless
otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under
this Agreement, except that Units so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such
Units shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement); provided,
further, that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Outstanding
Partnership Securities of any class then Outstanding directly from the General Partner or its Affiliates, (ii) any Person
or Group who acquired 20% or more of the Outstanding Partnership Securities of any class then Outstanding directly or indirectly
from a Person or Group described in clause (i) provided that the General Partner shall have notified such Person or Group
in writing that such limitation shall not apply, (iii) any Person or Group who acquired 20% or more of any Partnership Securities
issued by the Partnership with the prior approval of the Board of Directors of the General Partner (if the payment of Series B
Distributions in PIK Units pursuant to this Agreement causes any Person or Group to acquire 20% or more of such Partnership Securities,
such acquisition shall be deemed to be with the prior approval of the Board of Directors of the General Partner pursuant to this
clause (iii)), including any Person or Group who acquired 20% or more of the Series A Preferred Units on May 21, 2014, or
(iv) any Person or Group who acquires 20% or more of the Series B Preferred Units, including as a result of the payment of PIK
Units on the Series B Preferred Units (subject to the foregoing clause (iii)), if and only if such Person does not, at or after
such acquisition, beneficially own or acquire 20% or more of the voting power of the Common Units (taking into account the voting
rights of the Series B Preferred Units on an as-converted basis pursuant to Section 17.5(a)). For the avoidance of doubt, no Series
B Purchaser shall be considered an Affiliate of the General Partner for purposes of this definition of “Outstanding.”


 




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“Parity Securities” means
any class or series of Partnership Securities the terms of which class are not expressly subordinated or senior to the Series A
Preferred Units and the Series B Preferred Units as to the payment of nonliquidating distributions. The Series A Preferred Units
and the Series B Preferred Units are Parity Securities with each other.


 


“Partner Non-Recourse Debt”
has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).


 


“Partner Non-Recourse Debt Minimum
Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).


 


“Partner Non-Recourse Deductions”
means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of
the Code), Simulated Depletion or Simulated Loss that, in accordance with the principles of Treasury Regulation Section 1.704-2(i),
are attributable to a Partner Non-Recourse Debt.


 


“Partners” means the
General Partner and the Limited Partners.


 


“Partnership” means Breitburn
Energy Partners LP, a Delaware limited partnership.


 


“Partnership Group” means
the Partnership and its Subsidiaries treated as a single consolidated entity.


 


“Partnership Interest”
means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.


 


“Partnership Minimum Gain”
means that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).


 


“Partnership Security”
means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights
relating to an equity interest in the Partnership), including Common Units, Series A Preferred Units and Series B Preferred Units.


 


“Paying Agent” means
the Transfer Agent, acting in its capacity as paying agent for the Series A Preferred Units or the Series B Preferred Units,
and its successors and assigns or any other payment agent appointed by the General Partner; provided, however, that if no Paying
Agent is specifically designated for the Series A Preferred Units or the Series B Preferred Units, the General Partner shall
act in such capacity.


 




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“Percentage Interest”
means as of any date of determination (a) as to any Unitholder or Assignee with respect to Units (other than the Issued Preferred
Units), the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the
quotient obtained by dividing (A) the number of Units (other than the Issued Preferred Units) held by such Unitholder or Assignee
by (B) the total number of outstanding Units (other than the Issued Preferred Units), and (b) as to the holders of other
Partnership Securities issued by the Partnership in accordance with Section 5.3, the percentage established as part of such
issuance. The Percentage Interest with respect to the General Partner Interest, a Series A Preferred Unit and a Series B Preferred
Unit shall at all times be zero.


 


“Person” means an individual
or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government
agency or political subdivision thereof or other entity.


 


“PIK Payment Date” is
defined in Section 17.3(c).


 


“PIK Unit” means an additional
Series B Preferred Unit issued pursuant to a Series B Distribution in accordance with Section 17.3.


 


“Plan of Conversion”
has the meaning assigned to such term in Section 14.1.


 


“Preferred Units” means
a Partnership Security, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect
to the payment of nonliquidating distributions over Common Units, including the Series A Preferred Units and the Series B
Preferred Units.


 


“Privately Placed Units”
means any Common Units issued for cash or property other than pursuant to a public offering.


 


“Pro Rata” means (a) when
used with respect to (i) Units (other than the Issued Preferred Units) or any class thereof, apportioned equally among all
designated Units (other than the Issued Preferred Units) in accordance with their relative Percentage Interests, (ii) all
Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests
and (iii) some but not all Partners or Record Holders, in accordance with their relative Percentage Interests and (b) when
used with respect to Series A Preferred Units or Series B Preferred Units, apportioned among all Series A Holders or Series
B Holders, as applicable, in accordance with the relative number or percentage of Series A Preferred Units or Series B Preferred
Units, as applicable, held by each such holder.


 


“Purchase Date” means
the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class
(other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.


 


“Quarter” means, unless
the context requires otherwise, a fiscal quarter of the Partnership.


 




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“Recapture Income” means
any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743
of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because
it represents the recapture of deductions previously taken with respect to such property or asset.


 


“Record Date” means the
date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of
the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited
Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.


 


“Record Holder” means
(a) the Person in whose name a Common Unit is registered on the books of the Transfer Agent as of the opening of business
on a particular Business Day, (b) the Person in whose name a Preferred Unit is registered on the books of the Transfer Agent,
unless otherwise as set forth in Article XVI or Article XVII, as of the opening of business on a particular Business Day or
(c) with respect to other Partnership Interests, the Person in whose name any such other Partnership Interest is registered
on the books that the General Partner has caused to be kept as of the opening of business on such Business Day.


 


“Redeemable Interests”
means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.9.


 


“Registration Statement”
means the Registration Statement on Form S-1 (File No. 333-134049) as it has been or as it may be amended or supplemented
from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the
Common Units in the Initial Offering.


 


“Remaining Net Positive Adjustments”
means as of the end of any taxable period, (a) with respect to the Unitholders (other than holders of Series A Preferred Units
and Series B Preferred Units), the excess of (i) the Net Positive Adjustments of the Unitholders as of the end of such period
over (ii) the sum of those Unitholders’ Share of Additional Book Basis Derivative Items for each prior taxable period,
(b) with respect to the General Partner (as holder of the General Partner Interest), the excess of (i) the Net Positive
Adjustments of the General Partner as of the end of such period over (ii) the sum of the General Partner’s Share of
Additional Book Basis Derivative Items with respect to the General Partner Interest for each prior taxable period.


 


“Required Allocations”
means any allocation of an item of income, gain, loss or deduction, and any Capital Account decreases attributable to Simulated
Depletion or Simulated Loss pursuant to Sections 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iii), 6.1(d)(iv), 6.1(d)(v), 6.1(d)(vi), 6.1(d)(viii)
or Section 6.1(e).


 


“Revaluation Event” means
an event that results in adjustment of the Carrying Value of each Partnership property pursuant to Section 5.2(d).


 


“Securities Act” means
the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.


 




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“Securities Exchange Act”
means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.


 


“Senior Securities” means
any class or series of Partnership Securities the terms of which class expressly provide that it ranks senior to the Series A
Preferred Units and the Series B Preferred Units as to the payment of nonliquidating distributions.


 


“Series A Change of Control Offer”
is defined in Section 16.4(a).


 


“Series A Conversion Ratio”
is defined in Section 16.4(b).


 


“Series A Distribution Payment
Date” means the 15th of each Month, commencing July 15, 2014; provided, however, that if any Series A
Distribution Payment Date would otherwise occur on a day that is not a Business Day, such Series A Distribution Payment Date
shall instead be on the immediately succeeding Business Day without the accumulation of additional distributions.


 


“Series A Distribution Period”
means any Month from and including the preceding Series A Distribution Payment Date (other than the initial Series A
Distribution Period, which shall commence on and include the Series A Original Issue Date), to but excluding the next Series A
Distribution Payment Date for such Series A Distribution Period.


 


“Series A Distribution Rate”
means a rate equal to 8.25% per annum of the Stated Series A Liquidation Preference per Series A Preferred Unit.


 


“Series A Distribution Record
Date” has the meaning set forth in Section 16.3(b).


 


“Series A Distributions”
means distributions with respect to Series A Preferred Units pursuant to Section 16.3.


 


“Series A Holder”
means a Record Holder of the Series A Preferred Units.


 


“Series A Liquidation Preference”
means a liquidation preference for each Series A Preferred Unit initially equal to the Stated Series A Liquidation Preference,
which liquidation preference shall be subject to increase by the per Series A Preferred Unit amount of any accumulated and
unpaid Series A Distributions (whether or not such distributions shall have been declared).


 


“Series A Original Issue Date”
means May 21, 2014.


 


“Series A Payments”
means, collectively, Series A Distributions and Series A Redemption Payments.


 


“Series A Preferred Unit”
means a 8.25% Series A Cumulative Redeemable Perpetual Preferred Unit having the designations, preferences, rights, powers and
duties set forth in Article XVI.


 


“Series A Redemption Date”
has the meaning set forth in Section 16.6.


 




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“Series A Redemption Notice”
has the meaning set forth in Section 16.6(b).


 


“Series A Redemption Payments”
means payments to be made to the holders of Series A Preferred Units to redeem Series A Preferred Units in accordance
with Section 16.6.


 


“Series A Redemption Price”
has the meaning set forth in Section 16.6(a).


 


“Series B Change of Control Offer”
is defined in Section 17.4(c).


 


“Series B Conversion Ratio”
is defined in Section 17.6(a).


 


“Series
B Conversion Ratio Adjustments” is defined in Section 17.6(j).


 


“Series B Distribution Payment
Date” means the [15th] of each Month, commencing [●], 2015; provided, however, that if any Series B
Distribution Payment Date would otherwise occur on a day that is not a Business Day, such Series B Distribution Payment Date
shall instead be on the immediately succeeding Business Day without the accumulation of additional distributions.


 


“Series B Distribution Period”
means any Month from and including the preceding Series B Distribution Payment Date (other than the initial Series B
Distribution Period, which shall commence on and include the Series B Original Issue Date), to but excluding the next Series B
Distribution Payment Date for such Series B Distribution Period.


 


“Series B Distribution Rate”
means (i) until [●], 20181, a rate equal to 8.00% per annum of the Series B Issue Price and (ii) after
[●], 2018, a rate equal to the greater of (a) 8.00% per annum of the Series B Issue Price and (b) the amount equal to the
distributions that would be payable on the Partnership’s Common Units issuable upon conversion of one Series B Preferred
Unit, based on the distributions declared by the General Partner to be paid in that month under Section 6.3, if such Series B Preferred
Unit was converted into Common Units at the Series B Conversion Ratio on the Record Date selected by the General Partner pursuant
to Section 6.3; provided, however, that if the General Partner makes a distribution with respect to the Common Units
in that month as a quarterly distribution under Section 6.3(a)(i) instead of a monthly distribution under Section 6.3(a)(ii) and
if the difference between (A) the amount of the quarterly distribution that would be payable on the Partnership’s Common
Units issuable upon conversion of one Series B Preferred Unit, based on the distributions declared by the General Partner to be
paid for that Quarter under Section 6.3(a)(i), if such Series B Preferred Unit was converted into Common Units at the Series B
Conversion Ratio on the Record Date selected by the General Partner pursuant to Section 6.3, minus (B) three times the amount
of the monthly distribution on one Series B Preferred Unit calculated at a rate equal to 8% per annum of the Series B Issue Price
is positive, the amount in the preceding clause (b) for the month of the quarterly distribution shall be equal to the result of
(x) the distributions that would be payable on the Common Units issuable upon conversion of one Series B Preferred Unit, based
on the distributions declared by the General Partner to be paid for that Quarter under Section 6.3 minus (y) (2) two times
the amount of the monthly distribution on one Series B Preferred Unit calculated at a rate equal to 8% per annum of the Series
B Issue Price; provided further that, in the event there is an Event of Noncompliance, the Series B Distribution Rate shall
increase by 2.00%, effective as of the date of the first Event of Noncompliance until the first Series B Distribution Payment Date
on which no Event of Noncompliance exists and provided further that, if an Event of Noncompliance exists on the seventh
Series B Distribution Payment Date following the occurrence of the Event of Noncompliance, the Series B Distribution Rate shall
increase by an additional 2.00% until the next Series B Distribution Payment Date on which no Event of Noncompliance exists. Until
[●], 2018, such Series B Distributions shall be paid, in the sole discretion of the Partnership, in cash, in PIK Units, or
in a combination of cash and PIK Units. The number of PIK Units, per Series B Preferred Unit, to be issued in connection with a
Series B Distribution until [●], 2018 shall be the quotient of (A) the applicable Series B Distribution Rate divided by (B)
the Series B Issue Price; provided that instead of issuing any fractional PIK Unit, each fractional PIK Unit shall be rounded
down to the nearest whole PIK Unit and, subject to the Delaware Act, the Partnership shall pay cash in lieu of any fractional PIK
Unit not issued because of rounding based on the then-applicable Series B Issue Price. The original issue price of each PIK Unit
will be equal to the Series B Issue Price in effect as of the date of such distribution. Each Series B Distribution paid after
[●], 2018 shall be paid in cash.


 





 






		1	Dates to be the third anniversary as of the Series B Original Issue Date



  




    	18



    	 



    

  


“Series B Distribution Record
Date” has the meaning set forth in Section 17.3(b).


 


“Series B Distributions”
means distributions with respect to Series B Preferred Units pursuant to Section 17.3.


 


“Series B Eligible Holder”
means a Series B Holder, or a beneficial owner who holds directly or indirectly through the nominee of the Depositary, that holds
the Series B Minimum Election Amount.


 


“Series B Floor Price”
has the meaning set forth in Section 17.4(a).


 


“Series B Holder”
means a Record Holder of the Series B Preferred Units.


 


“Series B Issue Price”
means $7.50 per Series B Preferred Unit, as adjusted for splits, combinations and other similar transactions, if applicable.


 


“Series B Liquidation Preference”
means a liquidation preference for each Series B Preferred Unit initially equal to the Stated Series B Liquidation Preference,
which liquidation preference shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and
unpaid Series B Distributions (whether or not such distributions shall have been declared).


 


“Series B Minimum Conversion Amount”
means (i) a number of Series B Preferred Units having an aggregate value of $10 million, which value is calculated by multiplying
the number of Series B Preferred Units to be converted by the Series B Issue Price or (ii) if the value of the Series B Preferred
Units (calculated in accordance with clause (i) above) to be converted by the Series B Holder requesting conversion does not equal
or exceed $10 million, then all of the Series B Preferred Units held by such Series B Holder.


 




    	19



    	 



    

 


 


“Series B Minimum Election Amount”
means, with respect to a Series B Holder, a number of Series B Preferred Units having an aggregate value of $5 million, which value
is calculated by multiplying the number of Series B Preferred Units held by that Series B Holder by the Series B Issue Price.


 


“Series B Original Issue Date”
means March [●], 2015.


 


“Series B Preferred Unit”
means a Series B Perpetual Convertible Preferred Unit having the designations, preferences, rights, powers and duties set forth
in Article XVII and including PIK Units. A Series B Preferred Unit that is convertible into a Common Unit shall not constitute
a Common Unit until such conversion occurs.


 


“Series B Purchasers”
means EIG Redwood Equity Aggregator, LP and its Affiliates.


 


“Series B Voting Termination Date”
means the first date when the Series B Purchasers cease to beneficially own, in the aggregate, solely among the Series B Purchasers,
the majority of the Series B Preferred Units issued on the Series B Original Issue Date plus a majority of the PIK Units, if any,
paid with respect to the Series B Preferred Units issued on the Series B Original Issue Date.


 


“Share of Additional Book Basis
Derivative Items” means in connection with any allocation of Additional Book Basis Derivative Items for any taxable period,
(a) with respect to the Unitholders holding Limited Partner Interests, the amount that bears the same ratio to such Additional
Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such period bears to
the Aggregate Remaining Net Positive Adjustments as of that time, and (b) with respect to the General Partner (as holder of
the General Partner Interest), the amount that bears the same ratio to such Additional Book Basis Derivative Items as the General
Partner’s Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustment
as of that time.


 


“Simulated Basis” means
the Carrying Value of any oil and gas property (as defined in Section 614 of the Code).


 


“Simulated Depletion”
means, with respect to an oil and gas property (as defined in Section 614 of the Code), a depletion allowance computed in
accordance with federal income tax principles set forth in Treasury Regulation Section 1.611-2(a)(1) (as if the Simulated
Basis of the property was its adjusted tax basis) and in the manner specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(k)(2),
applying the cost depletion method. For purposes of computing Simulated Depletion with respect to any property, the Simulated Basis
of such property shall be deemed to be the Carrying Value of such property, and in no event shall such allowance for Simulated
Depletion, in the aggregate, exceed such Simulated Basis. If the Carrying Value of an oil and gas property is adjusted pursuant
to Section 5.2(d) during a taxable period, following such adjustment Simulated Depletion shall thereafter be calculated under
the foregoing provisions based upon such adjusted Carrying Value.


 




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“Simulated Gain” means
the excess, if any, of the amount realized from the sale or other disposition of an oil or gas property over the Carrying Value
of such property and determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(k)(2).


 


“Simulated Loss” means
the excess, if any, of the Carrying Value of an oil or gas property over the amount realized from the sale or other disposition
of such property and determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(k)(2).


 


“Special Approval” means
approval by a majority of the members of the Conflicts Committee acting in good faith.


 


“Stated Series A Liquidation
Preference” means an amount equal to $25.00 per Series A Preferred Unit.


 


“Stated Series B Liquidation
Preference” means an amount equal to $7.50 per Series B Preferred Unit.


 


“Subsidiary” means, with
respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to
the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly
or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof,
(b) a partnership (whether general or limited) or limited liability company in which such Person or a Subsidiary of such Person
is, at the date of determination, a general or limited partner of such partnership or member of such limited liability company,
but only if more than 50% of the partnership interests of such partnership or membership interests of such limited liability company
(considering all of the partnership interests or membership interests as a single class) is owned, directly or indirectly, at the
date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other
Person (other than a corporation, a partnership or a limited liability company) in which such Person, one or more Subsidiaries
of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority
ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body
of such Person.


 


“Substantially
Equivalent Unit” is defined in Section 17.4(b)(ii).


 


“Substituted Limited Partner”
means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 10.1 in place of and with all the
rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the Partnership.


 


“Surviving Business Entity”
has the meaning assigned to such term in Section 14.2(b)(ii).


 


“Trading Day” means,
for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principal
National Securities Exchange on which such class of Limited Partner Interests is listed is open for the transaction of business
or, if Limited Partner Interests of a class are not listed on any National Securities Exchange, a day on which banking institutions
in New York City generally are open.


 


“transfer” has the meaning
assigned to such term in Section 4.4(a).


 




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“Transfer Agent” means
such bank, trust company or other Person (including the General Partner or one of its Affiliates) as shall be appointed from time
to time by the General Partner to act as registrar and transfer agent for the Partnership Interests; provided, that if no
Transfer Agent is specifically designated for any other Partnership Securities, the General Partner shall act in such capacity.


 


“Transfer Application”
means an application and agreement for transfer of Units in the form set forth on the back of a Certificate or in a form substantially
to the same effect in a separate instrument.


 


“2020 Indenture” means
the indenture governing the 2020 Notes.


 


“2022 Indenture” means
the indenture governing the 2022 Notes.


 


“2020 Notes” means any
of the 8.625% Senior Notes due 2020 of the Partnership issued under the 2020 Indenture.


 


“2022 Notes” means any
of the 7.875% Senior Notes due 2022 of the Partnership issued under the 2022 Indenture.


 


“Underwriting Agreement”
means that certain Underwriting Agreement dated as of October 3, 2006, among the Underwriters, the Partnership and the General
Partner, providing for the purchase of Common Units by the Underwriters.


 


“Unit” means a Partnership
Security that is designated as a “Unit” and shall include Common Units, Series A Preferred Units and Series B Preferred
Units, but shall not include the General Partner Interest.


 


“Unitholders” means the
holders of Units.


 


“Unit Cap” is defined
in Section 16.4(b).


 


“Unit Majority” means
at least a majority of the Outstanding Common Units.


 


“Unrealized Gain” attributable
to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value
of such property as of such date (as determined under Section 5.2(d)) over (b) the Carrying Value of such property as
of such date (prior to any adjustment to be made pursuant to Section 5.2(d) as of such date).


 


“Unrealized Loss” attributable
to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value
of such property as of such date (prior to any adjustment to be made pursuant to Section 5.2(d) as of such date) over (b) the
fair market value of such property as of such date (as determined under Section 5.2(d)).


 


“U.S. GAAP” means United
States generally accepted accounting principles consistently applied.


 




    	22



    	 



    

 


 


“VWAP” as of a particular
date means the volume-weighted average trading price of a Common Unit on the National Securities Exchange on which the Common Units
are then listed or admitted to trading.


 


“Withdrawal Opinion of Counsel”
has the meaning assigned to such term in Section 11.1(b).


 


Section
1.2           Construction. Unless the context requires otherwise:
(a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including”
and words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms
“hereof”, “herein” and “hereunder” refer to this Agreement as a whole and not to any particular
provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and
shall not affect in any way the meaning or interpretation of this Agreement.


 


Article
II


ORGANIZATION


 


Section
2.1           Formation. The General Partner and the original
Limited Partners of the Partnership previously formed the Partnership as a limited partnership pursuant to the provisions of the
Delaware Act. The General Partner hereby amends and restates the Second Amended and Restated Agreement of Limited Partnership
of Breitburn Energy Partners LP, as amended prior to the date hereof, in its entirety, pursuant to Section 13.1 thereof (including
Sections 13.1(d) and 13.1(g) thereof). This amendment and restatement shall become effective on the date of this Agreement. Except
as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations
of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.
All Partnership Interests shall constitute personal property of the owner thereof for all purposes.


 


Section
2.2           Name. The name of the Partnership shall be
“Breitburn Energy Partners LP” The Partnership’s business may be conducted under any other name or names as
determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “LP,”
“Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose
of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at
any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited
Partners.


 




    	23



    	 



    

  


 


Section
2.3           Principal Office; Other Offices. The principal
office of the Partnership shall be located at 515 South Flower Street, Suite 4800, Los Angeles, California 90071 or such other
place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices
at such other place or places within or outside the State of Delaware as the General Partner shall determine necessary or appropriate.
The address of the General Partner shall be 515 South Flower Street, Suite 4800, Los Angeles, California 90071 or such other place
as the General Partner may from time to time designate by notice to the Limited Partners.


 


Section
2.4           Purpose and Business. The purpose and nature
of the business to be conducted by the Partnership shall be to engage directly in, or enter into or form, hold and dispose of
any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business
activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant
to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant
to the agreements relating to such business activity, and do anything necessary or appropriate to the foregoing, including the
making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause
the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would cause the
Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax
purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve,
and may decline to propose or approve, the conduct by the Partnership of any business free of any fiduciary duty or obligation
whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to so propose or approve, shall not be required
to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement
contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.


 


Section
2.5           Powers. The Partnership shall be empowered
to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes and business
described in Section 2.4 and for the protection and benefit of the Partnership.


 


Section
2.6           Power of Attorney.


 


(a)          Each
Limited Partner and each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator shall have been selected
pursuant to Section 12.3, the Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or
otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as
his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead, to:


 




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(i)          execute,
swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other
instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof)
that the General Partner or the Liquidator determines to be necessary or appropriate to form, qualify or continue the existence
or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability)
in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all
certificates, documents and other instruments that the General Partner or the Liquidator determines to be necessary or appropriate
to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates,
documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator
determines to be necessary or appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of
this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution
of any Partner pursuant to, or other events described in, Article IV, X, XI or XII; (E) all certificates, documents and other
instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities
issued pursuant to Section 5.3; and (F) all certificates, documents and other instruments (including agreements and a
certificate of merger) relating to a merger, consolidation or conversion of the Partnership pursuant to Article XIV; and


 


(ii)         execute,
swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments
that the General Partner or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm
or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent
with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when required
by Section 13.3 or any other provision of this Agreement that establishes a percentage of the Limited Partners or of the Limited
Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney
made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of the Limited Partners or of the Limited
Partners of such class or series, as applicable.


 


Nothing contained in this Section 2.6(a) shall be construed
as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly
provided for in this Agreement.


 


(b)          The
foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and,
to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution,
bankruptcy or termination of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s
or Assignee’s Partnership Interest and shall extend to such Limited Partner’s or Assignee’s heirs, successors,
assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made
by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each such Limited Partner
or Assignee, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate
or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited
Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request
therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator may request
in order to effectuate this Agreement and the purposes of the Partnership.


 




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Section
2.7           Term. The term of the Partnership commenced
upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence
until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as
a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware
Act.


 


Section
2.8           Title to Partnership Assets. Title to Partnership
assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as
an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets
or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General
Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or
more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and
benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General
Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General
Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable)
to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or
removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect
the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a
manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which record title to such Partnership assets is held.


 


Section
2.9           Certain Undertakings Relating to the Separateness
of the Partnership.


 


(a)          Separateness
Generally. The Partnership shall conduct its business and operations separate and apart from those of any other Person (other
than the General Partner) in accordance with this Section 2.9.


 




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(b)          Separate
Records. The Partnership shall maintain (i) its books and records, (ii) its accounts, and (iii) its financial
statements, separate from those of any other Person, except its consolidated Subsidiaries.


 


(c)          Separate
Assets. The Partnership shall not commingle or pool its funds or other assets with those of any other Person, except its consolidated
Subsidiaries, and shall maintain its assets in a manner that is not costly or difficult to segregate, ascertain or otherwise identify
as separate from those of any other Person.


 


(d)          Separate
Name. The Partnership shall (i) conduct its business in its own name, (ii) use separate stationery, invoices, and
checks, (iii) correct any known misunderstanding regarding its separate identity, and (iv) generally hold itself out
as a separate entity.


 


(e)          Separate
Credit. The Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee
or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available
to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the
General Partner or its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge its assets for the benefit
of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any
transaction described in clauses (ii)–(v) of this Section 2.9(e) if prior Special Approval has been obtained for such
transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally
recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower
or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or
(B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National
Securities Exchange.


 


(f)          Separate
Formalities. The Partnership shall (i) observe all partnership formalities and other formalities required by its organizational
documents, the laws of the jurisdiction of its formation, or other laws, rules, regulations and orders of governmental authorities
exercising jurisdiction over it, (ii) engage in transactions with the General Partner and its Affiliates (other than another
Group Member) in conformity with the requirements of Section 7.9, and (iii) promptly pay, from its own funds, and on
a current basis, its allocable share of general and administrative expenses, capital expenditures, and costs for shared services
performed by Affiliates of the General Partner (other than another Group Member). Each material contract between the Partnership
or another Group Member, on the one hand, and the Affiliates of the General Partner (other than a Group Member), on the other hand,
shall be in writing.


 


(g)          No
Effect. Failure by the General Partner or the Partnership to comply with any of the obligations set forth above shall not affect
the status of the Partnership as a separate legal entity, with its separate assets and separate liabilities.


 




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Article
III


RIGHTS OF LIMITED
PARTNERS


 


Section
3.1           Limitation of Liability. The Limited Partners
and the Assignees shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware
Act.


 


Section
3.2           Management of Business. No Limited Partner
or Assignee, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware
Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents
for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee,
manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director,
employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to
be participation in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning
of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the
Limited Partners or Assignees under this Agreement.


 


Section
3.3           Outside Activities of the Limited Partners.
Subject to the provisions of Section 7.5 and the Omnibus Agreement, which shall continue to be applicable to the Persons
referred to therein, regardless of whether such Persons shall also be Limited Partners or Assignees, any Limited Partner or Assignee
shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership,
including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any
of the other Partners or Assignees shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner
or Assignee.


 


Section
3.4           Rights of Limited Partners.


 


(a)          In
addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited
Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in
the Partnership, upon reasonable written demand stating the purpose of such demand, and at such Limited Partner’s own expense:


 


(i)          to
obtain true and full information regarding the status of the business and financial condition of the Partnership;


 


(ii)         promptly
after its becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each
year;


 


(iii)        to
obtain a current list of the name and last known business, residence or mailing address of each Partner;


 




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(iv)        to
obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of
the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all
amendments thereto have been executed;


 


(v)         to
obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other
Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became
a Partner; and


 


(vi)        to
obtain such other information regarding the affairs of the Partnership as is just and reasonable.


 


(b)          The
General Partner may keep confidential from the Limited Partners and Assignees, for such period of time as the General Partner deems
reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other
information the disclosure of which the General Partner in good faith believes (A) is not in the best interests of the Partnership
Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement
with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which
is to circumvent the obligations set forth in this Section 3.4).


 


Article
IV


CERTIFICATES;
RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS


 


Section
4.1           Certificates. Upon the Partnership’s
issuance of Units to any Person and subject to Section 16.2(b) with respect to Series A Preferred Units and Section 17.2(b)
with respect to Series B Preferred Units, the Partnership shall issue, upon the request of such Person, one or more Certificates
in the name of such Person evidencing the number of such Units being so issued. In addition, upon the General Partner’s
request, the Partnership shall issue to it one or more Certificates in the name of the General Partner evidencing its General
Partner Interest and (b) upon the request of any Person owning any other Partnership Securities other than Units, the Partnership
shall issue to such Person one or more certificates evidencing such other Partnership Securities other than Units. Certificates
shall be executed on behalf of the Partnership by the President or any Executive Vice President, Senior Vice President or Vice
President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the General Partner. No Certificate shall
be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General
Partner elects to issue Units in global form, the Certificates shall be valid upon receipt of a certificate from the Transfer
Agent certifying that the Units have been duly registered in accordance with the directions of the Partnership.


 




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Section
4.2           Mutilated, Destroyed, Lost or Stolen Certificates.


 


(a)          If
any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the
Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing
the same number and type of Partnership Securities as the Certificate so surrendered.


 


(b)          The
appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall
countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:


 


(i)          makes
proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost,
destroyed or stolen;


 


(ii)         requests
the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for
value in good faith and without notice of an adverse claim;


 


(iii)        if
requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner,
with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners,
the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft
of the Certificate; and


 


(iv)        satisfies
any other reasonable requirements imposed by the General Partner.


 


If a Limited Partner or Assignee fails to
notify the General Partner within a reasonable period of time after he has notice of the loss, destruction or theft of a Certificate,
and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General
Partner or the Transfer Agent receives such notification, the Limited Partner or Assignee shall be precluded from making any claim
against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.


 


(c)          As
a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Transfer Agent) reasonably connected therewith.


 




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Section
4.3           Record Holders. The Partnership shall be entitled
to recognize the Record Holder as the Partner or Assignee with respect to any Partnership Interest and, accordingly, shall not
be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person,
regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable
rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed
or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing
corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another
Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on
the other, such representative Person (a) shall be the Partner or Assignee (as the case may be) of record and beneficially,
(b) must execute and deliver a Transfer Application and (c) shall be bound by this Agreement and shall have the rights
and obligations of a Partner or Assignee (as the case may be) hereunder and as, and to the extent, provided for herein.


 


Section
4.4           Transfer Generally.


 


(a)          The
term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a
transaction (i) by which the General Partner assigns its General Partner Interest to another Person, and includes a sale,
assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by
which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or becomes a Limited
Partner or an Assignee, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including
any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.


 


(b)          No
Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in
this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall
be null and void.


 


(c)          Nothing
contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the
General Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests
in the General Partner.


 


Section
4.5           Registration and Transfer of Limited Partner Interests.


 


(a)          The
General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations
as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and
transfer of Limited Partner Interests. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering
Common Units, Series A Preferred Units and Series B Preferred Units and transfers of such Units as herein provided. The Partnership
shall not recognize transfers of Certificates evidencing Limited Partner Interests unless such transfers are effected in the manner
described in this Section 4.5. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests
evidenced by a Certificate, and subject to the provisions of Section 4.5(b), the appropriate officers of the General Partner
on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the
holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates
evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.


 




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(b)          Except
as otherwise provided in Section 4.8, the General Partner shall not recognize any transfer of Limited Partner Interests until
the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer and such Certificates are
accompanied by a Transfer Application properly completed and duly executed by the transferee (or the transferee’s attorney-in-fact
duly authorized in writing). No charge shall be imposed by the General Partner for such transfer; provided, that as a condition
to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed with respect thereto. No distributions or allocations will be
made in respect of the Limited Partner Interests until a properly completed Transfer Application has been delivered.


 


(c)          Limited
Partner Interests may be transferred only in the manner described in this Section 4.5. The transfer of any Limited Partner
Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.


 


(d)          Until
admitted as a Substituted Limited Partner pursuant to Section 10.1, the Record Holder of a Limited Partner Interest shall
be an Assignee in respect of such Limited Partner Interest. Limited Partners may include custodians, nominees or any other individual
or entity in its own or any representative capacity.


 


(e)          A
transferee of a Limited Partner Interest who has completed and delivered a Transfer Application shall be deemed to have (i) requested
admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement,
(iii) represented and warranted that such transferee has the right, power and authority and, if an individual, the capacity
to enter into this Agreement, (iv) granted the powers of attorney set forth in this Agreement and (v) given the consents
and approvals and made the waivers contained in this Agreement.


 


(f)          The
General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.


 


Section
4.6           Transfer of the General Partner’s General
Partner Interest.


 


(a)          Subject
to Section 4.6(c) below, prior to December 31, 2016, the General Partner shall not transfer all or any part of its General
Partner Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders
of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates)
or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner
(other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation
of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its
assets to such other Person.


 




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(b)          Subject
to Section 4.6(c) below, on or after December 31, 2016, the General Partner may at its option transfer all or any of
its General Partner Interest without Unitholder approval.


 


(c)          Notwithstanding
anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another
Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this
Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such
transfer would not result in the loss of limited liability under Delaware law of any Limited Partner or cause the Partnership to
be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to
the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion
thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member,
if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee
or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership
as the General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall
continue without dissolution.


 


Section
4.7           Restrictions on Transfers.


 


(a)          Except
as provided in Section 4.7(c) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership
Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and
regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such
transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation,
or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity
for federal income tax purposes (to the extent not already so treated or taxed).


 


(b)          The
General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such
restrictions are necessary to avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming
taxable as an entity for federal income tax purposes. The General Partner may impose such restrictions by amending this Agreement;
provided, however, that any amendment that would result in the delisting or suspension of trading of any class of
Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then
listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of
the Outstanding Limited Partner Interests of such class.


 




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(c)          Nothing
contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership
Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed
or admitted to trading.


 


(d)          Each
Certificate evidencing any Series A Preferred Units or any Series B Preferred Units shall bear a conspicuous legend in substantially
the form set forth in the penultimate paragraph of the form of Certificate attached hereto as Exhibit B or Exhibit C, respectively,
and each Certificate evidencing any other Partnership Interests shall bear a conspicuous legend in substantially the following
form:


 


THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT
OF BREITBURN ENERGY PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER
WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE
THE EXISTENCE OR QUALIFICATION OF BREITBURN ENERGY PARTNERS LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE BREITBURN
ENERGY PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME
TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). BREITBURN GP LLC, THE GENERAL PARTNER OF BREITBURN ENERGY PARTNERS
LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS
ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF BREITBURN ENERGY PARTNERS LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING
TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY
TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY
IS LISTED OR ADMITTED TO TRADING.


 


Section
4.8           Eligible Holder Certifications; Non-Eligible Holders.


 


(a)          If
a transferee of a Limited Partner Interest fails to furnish a properly completed Eligible Holder Certification in a Transfer Application
or if, upon receipt of such Eligible Holder Certification or otherwise, the General Partner determines that such transferee is
not an Eligible Holder, the Limited Partner Interests owned by such transferee shall be subject to redemption in accordance with
the provisions of Section 4.9.


 




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(b)          The
General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of
such request, an executed Eligible Holder Certification or such other information concerning his nationality, citizenship or other
related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person (other than any Person
who directly or indirectly owns equity interests in a corporation incorporated under the laws of the United States or any State
or territory thereof, so long as that corporation (i) is qualified to hold federal leases under 30 U.S.C. 181 and 43 C.F.R. 3102.2
or its successor stature or rule and (ii) is the direct and indirect owner of such Limited Partner or Assignee), the nationality,
citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails
to furnish to the General Partner within the aforementioned 30-day period such Eligible Holder Certification or other requested
information or if upon receipt of such Eligible Holder Certification or other requested information the General Partner determines
that a Limited Partner or Assignee is not an Eligible Holder, the Limited Partner Interests owned by such Limited Partner or Assignee
shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner may require
that the status of any such Limited Partner or Assignee be changed to that of a Non-Eligible Holder and, thereupon, the General
Partner shall be substituted for such Non-Eligible Holder as the Limited Partner in respect of the Non-Eligible Holder’s
Limited Partner Interests.


 


(c)          The
General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Non-Eligible
Holders, distribute the votes in the same ratios as the votes of Partners (including the General Partner) in respect of Limited
Partner Interests other than those of Non-Eligible Holders are cast, either for, against or abstaining as to the matter.


 


(d)          Upon
dissolution of the Partnership, a Non-Eligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4
but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the
Non-Eligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes
as a purchase by the Partnership from the Non-Eligible Holder of its Limited Partner Interest (representing its right to receive
its share of such distribution in kind).


 


(e)          At
any time after a Non-Eligible Holder can and does certify that it has become an Eligible Holder, a Non-Eligible Holder may, upon
application to the General Partner, request admission as a Substituted Limited Partner with respect to any Limited Partner Interests
of such Non-Eligible Holder not redeemed pursuant to Section 4.9, and upon admission of such Non-Eligible Holder pursuant
to Section 10.1, the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-Eligible Holder’s
Limited Partner Interests.


 




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Section
4.9           Redemption of Partnership Interests of Non-Eligible
Holders.


  


(a)          If
at any time a Limited Partner or Assignee fails to furnish an Eligible Holder Certification or other information requested within
the 30-day period specified in Section 4.8(a), or if upon receipt of such Eligible Holder Certification or other information
the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Holder, the Partnership
may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or
Assignee is an Eligible Holder or has transferred his Partnership Interests to a Person who is an Eligible Holder and who furnishes
an Eligible Holder Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited
Partner Interest of such Limited Partner or Assignee as follows:


 


(i)          The
General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited
Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified
mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests,
the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate
evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions
to which the Limited Partner or Assignee would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.


 


(ii)         The
aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination
of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the
number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid,
as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of
the redemption price, bearing interest at the rate of 10% annually and payable in three equal annual installments of principal
together with accrued interest, commencing one year after the redemption date.


 


(iii)        Upon
surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of the Certificate
evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited
Partner or Assignee or his duly authorized representative shall be entitled to receive the payment therefor.


 


(iv)        After
the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.


 


(b)          The
provisions of this Section 4.9 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee
as nominee of a Person determined to be other than an Eligible Holder.


 


(c)          Nothing
in this Section 4.9 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before
the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the
General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to
the satisfaction of the General Partner in a Transfer Application that he is an Eligible Holder. If the transferee fails to make
such certification, such redemption shall be effected from the transferee on the original redemption date.


 




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Article
V


CAPITAL CONTRIBUTIONS
AND ISSUANCE OF PARTNERSHIP INTERESTS


 


Section
5.1           Interest and Withdrawal. No interest shall
be paid by the Partnership on Capital Contributions. No Partner or Assignee shall be entitled to the withdrawal or return of its
Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of
the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent
expressly provided in this Agreement, no Partner or Assignee shall have priority over any other Partner or Assignee either as
to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which
all Partners and Assignees agree within the meaning of Section 17-502(b) of the Delaware Act.


 


Section
5.2           Capital Accounts.


 


(a)          The
Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which
the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or
any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such
Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall
be increased by (i) the amount of all Capital Contributions made by the Partner with respect to such Partnership Interest;
provided that the initial Capital Account of the initial holder of a Series A Preferred Unit or a Series B Preferred Unit
with respect to such Series A Preferred Unit or such Series B Preferred Unit, respectively, shall equal the Stated Series A Liquidation
Preference or the Stated Series B Liquidation Preference, respectively, irrespective of the amount paid by such holder for such
Series A Preferred Unit or such Series B Preferred Unit, respectively, (ii) all items of Partnership income and gain computed
in accordance with Section 5.2(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and
(iii) the portion of any amount realized from the disposition of an oil and gas property that constitutes Simulated Gain allocated
with respect to such Partnership Interest in accordance with Section 6.1(e)(ii) and decreased by (x) the amount of cash
or Net Agreed Value of all actual and deemed distributions of cash or property made to the Partner with respect to such Partnership
Interest pursuant to this Agreement; provided that the Capital Account of a holder of Series A Preferred Units or Series
B Preferred Units shall not be reduced by the amount of Series A Distributions or Series B Distributions, respectively, it receives,
(y) all items of Partnership deduction and loss computed in accordance with Section 5.2(b) and allocated with respect
to such Partnership Interest pursuant to Section 6.1 and (z) Simulated Depletion and Simulated Loss in accordance with
Section 6.1(e)(ii).


 




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(b)          For
purposes of computing the amount of any item of income, gain, loss, deduction, Simulated Depletion, Simulated Gain or Simulated
Loss which is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination,
recognition and classification of any such item shall be the same as its determination, recognition and classification for federal
income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that:


 


(i)          Solely
for purposes of this Section 5.2, the Partnership shall be treated as owning directly its proportionate share (as determined
by the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by any other Group
Member that is classified as a partnership for federal income tax purposes.


 


(ii)         All
fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither
be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated
as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant
to Section 6.1.


 


(iii)        The
computation of all items of income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss shall be made
(x) except as otherwise provided in this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(m), without regard
to any election under Section 754 of the Code which may be made by the Partnership, and (y) as to those items described
in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross
income or are neither currently deductible nor capitalized for federal income tax purposes.


 


(iv)        To
the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code (including
pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated
as an item of gain or loss.


 


(v)         In
the event the Carrying Value of Partnership property is adjusted pursuant to Section 5.2(d), any Unrealized Gain resulting
from such adjustment shall be treated as an item of gain and any Unrealized Loss resulting from such adjustment shall be treated
as an item of loss


 


(vi)        Any
income, gain, loss, Simulated Gain or Simulated Loss attributable to the taxable disposition of any Partnership property shall
be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s
Carrying Value with respect to such property as of such date.


 


(vii)       Any
deductions for depreciation, amortization or other cost recovery attributable to any Contributed Property or Adjusted Property
shall be determined under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2) as if the adjusted basis of such
property were equal to the Carrying Value of such property immediately following such adjustment. Simulated Depletion will be computed
in accordance with the provisions of the definition of Simulated Depletion.


 




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(viii)      The
Gross Liability Value of each liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall
be adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment
shall be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such liability of the
Partnership) or an item of gain (if the adjustment decreases the Carrying Value of such liability of the Partnership).


 


(c)          A
transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the
Partnership Interest so transferred.


 


(d)          (i) Consistent
with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(h)(2), on an issuance of additional Partnership
Interests for cash or Contributed Property, the issuance, exercise or conversion of a Noncompensatory Option (including the issuance
or the conversion of the Series A Preferred Units and the Series B Preferred Units in accordance with Section 16.4, Section
17.3(c), and Section 17.6, respectively), the issuance of Partnership Interests as consideration for the provision of services,
or the conversion of the Combined Interest to Common Units pursuant to Section 11.3(b), the Carrying Value of each Partnership
property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property; provided, however, that in the event of the issuance of a Partnership
Interest pursuant to the exercise of a Noncompensatory Option where the right to share in Partnership capital represented by such
Partnership Interest differs from the consideration paid to acquire and exercise such option, the Carrying Value of each Partnership
property immediately after the issuance of such Partnership Interest shall be adjusted upward or downward to reflect any Unrealized
Gain or Unrealized Loss attributable to such Partnership property and the Capital Accounts of the Partners shall be adjusted in
a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(s); provided further, however, that in
the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, in the event of an issuance
of a Noncompensatory Option to acquire a de minimis Partnership Interest, or in the event of an issuance of a de minimis amount
of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments
are unnecessary for the proper administration of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate
fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional
Partnership Interests (or, in the case of a Revaluation Event resulting from the exercise of a Noncompensatory Option, immediately
after the issuance of the Partnership Interest acquired pursuant to the exercise of such Noncompensatory Option) shall be determined
by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of
individual properties, the General Partner may first determine an aggregate value for the assets of the Partnership that takes
into account the current trading price of the Common Units, the fair market value of all other Partnership Interests at such time
and the amount of Partnership liabilities. The General Partner may allocate such aggregate value among the individual properties
of the Partnership (in such manner as it determines appropriate). Absent a contrary determination by the General Partner, the aggregate
fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to a Revaluation Event shall
be the value that would result in the Capital Account attributable to each Common Unit that is Outstanding prior to such Revaluation
Event being equal to the Event Issue Value. Notwithstanding anything to the contrary herein, each Common Unit issued in connection
with the conversion of the Series B Preferred Units pursuant to Section 17.3(c), 17.4 or Section 17.6 shall have the same Capital
Account as each other Common Unit.


 




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(ii)         In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Partner of any
Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the
Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value
of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case
of a distribution other than one made pursuant to Section 12.4, be determined in the same manner as that provided in Section 5.2(d)(i)
or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined by the Liquidator using such
method of valuation as it may adopt.


 


Section
5.3           Issuances of Additional Partnership Securities.


 


(a)          Subject
to any approvals required by Series A Holders pursuant to Section 16.5(b)(ii) or Series B Holders pursuant to Section
17.5, the Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating
to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration
and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.


 


(b)          Each
additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.3(a) may be issued in one
or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which
may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the
right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the
rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership
may or shall be required to redeem the Partnership Security (including sinking fund provisions); (v) whether such Partnership
Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange;
(vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned
or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the
right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights,
preferences and privileges of such Partnership Security.


 




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(c)          The
General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance
of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to
this Section 5.3, (ii) the conversion of the General Partner Interest into Units pursuant to the terms of this Agreement,
(iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General
Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being
so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to
do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities
or in connection with the conversion of the General Partner Interest into Units pursuant to the terms of this Agreement, including
compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities
Exchange on which the Units or other Partnership Securities are listed or admitted to trading.


 


(d)          The
Partnership shall not issue fractional Units upon any distribution, subdivision, combination or conversion of Units. If a distribution,
subdivision, combination or conversion of Units would result in the issuance of fractional Units but for the provisions of this
Section 5.3(d), except as otherwise provided in the definition of “Series B Distribution Rate” in Section 1.1
and except as otherwise provided in Section 17.6(c), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5
Unit shall be rounded to the next higher Unit).


 


Section
5.4           Limited Preemptive Right. No Person shall have
any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued,
held in the treasury or hereafter created.


 


Section
5.5           Splits and Combinations.


 


(a)          Subject
to Section 5.3(d), the Partnership may make a Pro Rata distribution of Partnership Securities of any class to all Record Holders
of Partnership Securities of such class of Partnership Securities or may effect a subdivision or combination of the same class
of Partnership Securities so long as, after any such event, each Partner holding such class of Partnership Securities shall have
the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including
those based on the Stated Series A Liquidation Preference and the Stated Series B Liquidation Preference) or stated as a number
of Units are proportionately adjusted.


 


(b)          Whenever
such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record
Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days
prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General
Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities
to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall
be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.


 




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(c)          Promptly
following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership
Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders,
or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes.
If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require,
as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record
Holder immediately prior to such Record Date.


 


Section
5.6           Fully Paid and Non-Assessable Nature of Limited
Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article
V, Article XVI or Article XVII shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as
such non-assessability may be affected by Section 17-607 of the Delaware Act.


 


Article
VI


ALLOCATIONS AND
DISTRIBUTIONS


 


Section
6.1           Allocations for Capital Account Purposes. For
purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s
items of income, gain, loss, deduction, amount realized and Simulated Gain (computed in accordance with Section 5.2(b)) shall
be allocated among the Partners, and the Capital Accounts of the Partners shall be adjusted for Simulated Depletion and Simulated
Loss, in each taxable period (or portion thereof) as provided herein below.


 


(a)          Net
Income. After giving effect to the special allocations set forth in Section 6.1(d), and Capital Account adjustments pursuant
to Section 6.1(e)(ii), Net Income for each taxable period and all items of income, gain, loss, deduction and, to the extent
provided in Section 6.1(e)(iii), Simulated Gain taken into account in computing Net Income for such taxable period shall be
allocated to the Partners in accordance with their respective Percentage Interests.


 


(b)          Net
Losses. After giving effect to the special allocations set forth in Section 6.1(d), and Capital Account adjustments pursuant
to Section 6.1(e)(ii), Net Losses for each taxable period and all items of income, gain, loss, deduction and, to the extent
provided in Section 6.1(e)(iii), Simulated Gain taken into account in computing Net Losses for such taxable period shall be
allocated as follows:


 




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(i)          First,
Pro Rata to the Unitholders holding Common Units until the Adjusted Capital Account in respect of each Common Unit then outstanding
is equal to zero; provided that that Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent
that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable
period (or increase any existing deficit balance in its Adjusted Capital Account), and provided, further, that to the extent
a pro rata allocation of Net Losses pursuant to this Section 6.1(b)(i) does not cause the Adjusted Capital Account in respect
of all Common Units then outstanding to equal zero at the same time, any remaining Net Losses will be allocated to the Unitholders
holding such Common Units to the extent of, and in proportion to, the excess of (x) the Adjusted Capital Account in respect
of each such Common Unit (as determined after giving effect to the previous provisions of this Section 6.1(b)(i)), over (y) zero;
and


 


(ii)         Second,
to all Unitholders holding Series A Preferred Units and Series B Preferred Units, Pro Rata, until the Adjusted Capital Account
in respect of each Series A Preferred Unit and each Series B Preferred Unit then Outstanding has been reduced to zero.


 


(c)          Net
Termination Gains and Losses. After giving effect to the special allocations set forth in Section 6.1(d), all items of
income, gain, loss, deduction, Simulated Depletion, Simulated Gain and Simulated Loss taken into account in computing Net Termination
Gain or Net Termination Loss for such taxable period shall be allocated in the same manner as such Net Termination Gain or Net
Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances
have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash
provided under Section 6.3 have been made; provided, however, that solely for purposes of this Section 6.1(c),
Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.


 


(i)          If
a Net Termination Gain is recognized (or deemed recognized pursuant to Section 5.2(d)), such Net Termination Gain shall be
allocated among the Partners in the following manner (and the Capital Accounts of the Partners shall be increased by the amount
so allocated in each of the following subclauses, in the order listed, before an allocation is made pursuant to the next succeeding
subclause):


 


(A)         First,
to each Partner having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total
deficit balances in the Capital Accounts of all Partners, until each such Partner has been allocated Net Termination Gain equal
to any such deficit balance in its Capital Account; and


 


(B)         Second,
100% to all Partners in accordance with their Percentage Interests.


 




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(ii)         If
a Net Termination Loss is recognized (or deemed recognized pursuant to Section 5.2(d)), such Net Termination Loss shall be
allocated among the Partners in the following manner:


 


(A)         First,
100% to all Partners in accordance with their Percentage Interests, until the Capital Account in respect of each Common Unit then
Outstanding has been reduced to zero;


 


(B)         Second,
to all Unitholders holding Series A Preferred Units and Series B Preferred Units, Pro Rata, until the Capital Account in respect
of each Series A Preferred Unit and each Series B Preferred Unit has been reduced to zero; and


 


(C)         Third,
the balance, if any, 100% to the General Partner.


 


(d)          Special
Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made
for such taxable period:


 


(i)          Partnership
Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership
Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income, gain and Simulated
Gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections
1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s
Adjusted Capital Account balance shall be determined, and the allocation of income, gain and Simulated Gain required hereunder
shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such
taxable period (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.1(d)(i) is intended
to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be
interpreted consistently therewith.


 


(ii)         Chargeback
of Partner Non-Recourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)),
except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Non-Recourse Debt Minimum
Gain during any Partnership taxable period, any Partner with a share of Partner Non-Recourse Debt Minimum Gain at the beginning
of such taxable period shall be allocated items of Partnership income, gain and Simulated Gain for such period (and, if necessary,
subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or
any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall
be determined, and the allocation of income, gain and Simulated Gain required hereunder shall be effected, prior to the application
of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant
to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with
the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted
consistently therewith.


 




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(iii)        Qualified
Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income,
gain and Simulated Gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent
required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted
Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is
otherwise eliminated pursuant to Sections 6.1(d)(i) or 6.1(d)(ii).


 


(iv)        Gross
Income Allocations. In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable
period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement
and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5),
such Partner shall be specially allocated items of Partnership income, gain and Simulated Gain in the amount of such excess as
quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(iv) shall be made only if and to
the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided
for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(iv) were not in this Agreement.


 


(v)         Non-Recourse
Deductions. Non-Recourse Deductions for any taxable period shall be allocated to the Partners in accordance with their respective
Percentage Interests. If the General Partner determines that the Partnership’s Non-Recourse Deductions should be allocated
in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b)
of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically
closest ratio that does satisfy such requirements.


 


(vi)        Partner
Non-Recourse Deductions. Partner Non-Recourse Deductions for any taxable period shall be allocated 100% to the Partner that
bears the Economic Risk of Loss with respect to the Partner Non-Recourse Debt to which such Partner Non-Recourse Deductions are
attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of
Loss with respect to a Partner Non-Recourse Debt, such Partner Non-Recourse Deductions attributable thereto shall be allocated
between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.


 


(vii)       Non-Recourse
Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Non-Recourse Liabilities
of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Non-Recourse
Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.


 




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(viii)      Code
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b)
of the Code (including pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulation
Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the
Capital Accounts shall be treated as an item of gain or Simulated Gain (if the adjustment increases the basis of the asset) or
loss or Simulated Loss (if the adjustment decreases such basis), and such item of gain, loss, Simulated Gain or Simulated Loss
shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such Section of the Treasury Regulations.


 


(ix)         Series
A Preferred Unit and Series B Preferred Unit Allocations.


 


(A)         Income
of the Partnership attributable to the issuance by the Partnership of a Series A Preferred Unit or a Series B Preferred Unit for
an amount in excess of the Stated Series A Liquidation Preference or the Stated Series B Liquidation Preference, respectively,
shall be allocated to the holders of Common Units in accordance with their respective Percentage Interests.


 


(B)         Net
Termination Gain, if any, for the taxable period (or, to the extent necessary, items of income or gain for the taxable period)
shall be allocated to each holder of Series A Preferred Units and Series B Preferred Units, in proportion to, and to the extent
of, an amount equal to the excess, if any, of (x) the Stated Series A Liquidation Preference with respect to such holder’s
Series A Preferred Units and the Stated Series B Liquidation Preference with respect to such holder’s Series B Preferred
Units, over (y) such holder’s existing Capital Account balance in respect of its Series A Preferred Units or its Series
B Preferred Units, respectively, until the Capital Account balance of each such holder in respect of its Series A Preferred Units
or Series B Preferred Units is equal to the Stated Series A Liquidation Preference or the Stated Series B Liquidation Preference,
respectively, in respect of such Series A Preferred Units or Series B Preferred Units.


 




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(C)         Notwithstanding
any other provision of this Section 6.1 (other than the Required Allocations), if (A) the Liquidation Date occurs prior to the
conversion of the last Outstanding Series B Preferred Unit and (B) after having made all other allocations provided for in this
Section 6.1 for the taxable period in which the Liquidation Date occurs, the Capital Account balance of each holder of Series B
Preferred Units in respect of its Series B Preferred Units does not equal the greater of (x) the Stated Series B Liquidation
Preference for such Series B Preferred Units and (y) the Capital Account balance such holder would have in respect of its
Series B Preferred Units if such Series B Preferred Units were fully converted into Common Units (the greater of the amounts described
in clauses (x) and (y) being the “Series B Liquidation Amount”), then items of income, gain, loss and deduction
for such taxable period shall be reallocated among the holders of Common Units and Series B Preferred Units in a manner determined
appropriate by the General Partner so as to cause, to the maximum extent possible, the Capital Account of each holder of Series
B Preferred Units in respect of its Series B Preferred Units to equal the Series B Liquidation Amount. In the event that (1) the
Liquidation Date occurs on or before the date (not including any extension of time prescribed by law) for the filing of the Partnership’s
federal income tax return for the taxable period immediately prior to the taxable period in which the Liquidation Date occurs and
(2) the reallocation of items for the taxable period in which the Liquidation Date occurs as set forth above in this Section 6.1(d)(ix)(C)
fails to achieve the Capital Account balances described above, items of income, gain, loss and deduction that would otherwise be
included in the Net Income or Net Loss, as the case may be, for such prior taxable period shall be reallocated among the holders
of Common Units and Series B Preferred Units in a manner that will, to the maximum extent possible and after taking into account
all other allocations made pursuant to this Section 6.1(d)(ix)(C), cause the Capital Account of each holder of Series B Preferred
Units in respect of its Series B Preferred Units to equal the Series B Liquidation Amount.


 


(x)          Curative
Allocation.


 


(A)         Notwithstanding
any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into
account in making the Agreed Allocations so that, to the extent possible, the net amount of items of income, gain, loss, deduction,
Simulated Depletion, Simulated Gain and Simulated Loss allocated to each Partner pursuant to the Required Allocations and the Agreed
Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under
the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1.
Notwithstanding the preceding sentence, Required Allocations relating to (1) Non-Recourse Deductions shall not be taken into
account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Non-Recourse Deductions
shall not be taken into account except to the extent that there has been a decrease in Partner Non-Recourse Debt Minimum Gain.
Allocations pursuant to this Section 6.1(d)(x)(A) shall only be made with respect to Required Allocations to the extent the
General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners.
Further, allocations pursuant to this Section 6.1(d)(x)(A) shall be deferred with respect to allocations pursuant to clauses
(1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent
Required Allocations.


 


(B)         The
General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(x)(A) in whatever
order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide
all allocations pursuant to Section 6.1(d)(x)(A) among the Partners in a manner that is likely to minimize such economic distortions.


 




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(xi)         Equalization
of Capital Accounts With Respect to Privately Placed Units. Unrealized Gain or Unrealized Loss deemed recognized as a result
of a Revaluation Event shall first be allocated to the (A) Unitholders holding Privately Placed Units, Pro Rata, or (B) Unitholders
holding Common Units (other than Privately Place Units), Pro Rata, as applicable, to the extent necessary to cause the Capital
Account in respect of each Privately Placed Unit then Outstanding to equal the Capital Account in respect of each Common Unit (other
than Privately Placed Units) then Outstanding.


 


(xii)        Corrective
Allocations. In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition
of a Net Termination Loss, the following rules shall apply:


 


(A)         In
the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition
of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining
Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital
Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up
Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be
allocated pursuant to Section 6.1(c) hereof.


 


(B)         In
making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other
methodology it determines will satisfy the purpose of this Section 6.1(d)(xii).


 


(e)          Simulated
Basis; Simulated Depletion and Simulated Loss; Simulated Gain; Amount Realized.


 


(i)          Simulated
Basis. For purposes of determining and maintaining the Partners’ Capital Accounts, (i) the initial Simulated Basis
of each oil and gas property (as defined in Section 614 of the Code) of the Partnership shall be allocated among the Partners,
Pro Rata and (ii) if the Carrying Value of an oil and gas property is adjusted pursuant to Section 5.2(d), the Simulated
Basis of such property (as adjusted to reflect the adjustment to the Carrying Value of such property), shall be allocated to the
Partners, Pro Rata.


 


(ii)         Simulated
Depletion and Simulated Loss. For purposes of applying clause (z) of the second sentence of Section 5.2(a), Simulated
Depletion and Simulated Loss with respect to each oil and gas property of the Partnership shall reduce each Partner’s Capital
Account in proportion to the manner in which the Simulated Basis of such property is allocated among the Partners pursuant to of
Section 6.1(e)(i).


 


(iii)        Simulated
Gain. For purposes of applying clause (iii) of the second sentence of Section 5.2(a), Simulated Gain for any taxable
period will be treated as included in Net Income or Net Loss and allocated pursuant to Sections 6.1(a) or 6.1(b), as applicable.


 




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(iv)        Amount
Realized. For purposes of Treasury Regulation Sections 1.704-1(b)(2)(iv)(k)(2) and 1.704-1(b)(4)(iii), the amount realized
on the disposition of any oil and gas property of the Partnership shall be allocated (i) first to the Partners in an amount
equal to the remaining Simulated Basis of such property in the same proportions as the Simulated Basis of such property was allocated
among the Partners pursuant to Section 6.1(e)(i), and (ii) any remaining amount realized shall be allocated to the Partners
in the same ratio as Simulated Gain from the disposition of such oil and gas property is allocated pursuant to Sections 6.1(a)
or 6.1(b), as applicable.


 


Section
6.2           Allocations for Tax Purposes.


 


(a)          Except
as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated
among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated
pursuant to Section 6.1.


 


(b)          The
deduction for depletion with respect to each separate oil and gas property (as defined in Section 614 of the Code) shall be
computed for federal income tax purposes separately by the Partners rather than by the Partnership in accordance with Section 613A(c)(7)(D)
of the Code. Except as provided in Section 6.2(c), for purposes of such computation (before taking into account any adjustments
resulting from an election made by the Partnership under Section 754 of the Code), the adjusted tax basis of each oil and
gas property (as defined in Section 614 of the Code) that is (i) a Contributed Property shall initially be allocated
among the non-contributing Partners, Pro Rata, but not in excess of any such Partner’s share of Simulated Basis as determined
pursuant to Section 6.1(e)(i), and (ii) not a Contributed Property or an Adjusted Property shall initially be allocated
to the Partners in proportion to each such Partner’s share of Simulated Basis as determined pursuant to Section 6.1(e)(i).
If there is an event described in Section 5.2(d), the General Partner shall reallocate the adjusted tax basis of each oil
and gas property in a manner (i) consistent with the principles of Section 704(c) of the Code and (ii) that maintains
the federal income tax fungibility of the Units.


 


Each Partner shall separately keep records
of his share of the adjusted tax basis in each oil and gas property, allocated as provided above, adjust such share of the adjusted
tax basis for any cost or percentage depletion allowable with respect to such property, and use such adjusted tax basis in the
computation of its cost depletion or in the computation of his gain or loss on the disposition of such property by the Partnership.


 


(c)          In
an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain,
loss, depreciation, amortization and cost recovery deductions shall be allocated for U.S. federal income tax purposes among the
Partners in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b)
and 704(c) of the Code, as determined appropriate by the General Partner; provided that in all events the General Partner
shall apply the “remedial allocation method” in accordance with the principles of Treasury Regulation Section 1.704-3(d).
For purposes of applying the “remedial allocation method” to oil and gas properties (i) the amount by which any
Partner’s Capital Account is adjusted for Simulated Depletion shall be treated as an amount of book depletion allocated to
such Partner and (ii) the amount of cost depletion computed by such Partner under Section 613A(c)(7)(D) of the Code shall
be treated as an amount of tax depletion allocated to such Partner.


 




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(d)          For
the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class
or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount
of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes
of income (including gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to
reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise
to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt
such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.2(d) only
if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class
or classes of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with
the principles of Section 704 of the Code.


 


(e)          The
General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable
to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined
rate derived from the depreciation or amortization method and useful life applied to the Partnership’s common basis of such
property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6), Treasury Regulation
Section 1.197-2(g)(3), the legislative history of Section 743 of the Code or any successor regulations thereto. If the
General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation
and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation
and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s
property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation
and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests,
so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class
or classes of Limited Partner Interests.


 


(f)          Any
gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible,
after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income
in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions
directly or indirectly giving rise to the treatment of such gains as Recapture Income.


 


(g)          All
items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to
the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754
of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted
(in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734
and 743 of the Code.


 




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(h)          Each
item of Partnership income, gain, loss and deduction, for federal income tax purposes, shall be determined on an annual basis and
prorated on a monthly basis and shall be allocated to the Partners as of the opening of the NASDAQ Global Select Market on the
first Business Day of each month; provided, however, that gain or loss on a sale or other disposition of any assets
of the Partnership or any other extraordinary item of income or loss realized and recognized other than in the ordinary course
of business, as determined by the General Partner, shall be allocated to the Partners as of the opening of the NASDAQ Global Select
Market on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General
Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706
of the Code and the regulations or rulings promulgated thereunder.


 


(i)          Allocations
that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial
owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner
to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.


 


(j)          If,
as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3),
the General Partner shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).


 


Section
6.3           Requirement and Characterization of Distributions;
Distributions to Record Holders.


 


(a)          Except
as described in Section 6.3(b) and subject to Section 16.3 and Section 17.3 of this Agreement, following the end of each
Quarter, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware
Act, be distributed in accordance with this Article VI by the Partnership to the Partners in accordance with their respective Percentage
Interests as of the Record Date selected by the General Partner. Such distribution with respect to any Quarter may be made, at
the discretion of the General Partner, (i) within 45 days following the end of each Quarter or (ii) in three equal installments
within 17, 45 and 75 days following the end of each Quarter. All distributions required to be made under this Agreement shall be
made subject to Section 17-607 of the Delaware Act.


 


(b)          The
General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all
of the Partners, as a distribution of Available Cash to such Partners.


 




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(c)          Each
distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through
any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution.
Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless
of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.


 


Article
VII


MANAGEMENT AND
OPERATION OF BUSINESS


 


Section
7.1           Management.


 


(a)          The
General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this
Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner,
and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition
to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the
General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full
power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business
of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4,
including the following:


 


(i)          the
making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Partnership Securities,
and the incurring of any other obligations;


 


(ii)         the
making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;


 


(iii)        the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership
or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being
subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);


 


(iv)        the
use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including
the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to
other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of
capital contributions to any Group Member;


 




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(v)         the
negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the
liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party
to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even
if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);


 


(vi)        the
distribution of Partnership cash;


 


(vii)       the
selection and dismissal of employees (including employees having titles such as “president,” “vice president,”
“secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors and
the determination of their compensation and other terms of employment or hiring;


 


(viii)      the
maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;


 


(ix)         the
formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited
or general partnerships, joint ventures, corporations, limited liability companies or other relationships (including the acquisition
of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth
in Section 2.4;


 


(x)          the
control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions
at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense
and the settlement of claims and litigation;


 


(xi)         the
indemnification of any Person against liabilities and contingencies to the extent permitted by law;


 


(xii)        the
entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner
Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required
under Section 4.7);


 


(xiii)       the
purchase, sale or other acquisition or disposition of Partnership Securities, or the issuance of options, rights, warrants and
appreciation rights relating to Partnership Securities;


 


(xiv)      the
undertaking of any action in connection with the Partnership’s participation in any Group Member; and


 


(xv)       the
entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its
duties as General Partner of the Partnership.


 




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(b)          Notwithstanding
any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation,
each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves,
ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement
of each other Group Member, the Underwriting Agreement, the Contribution Agreement and the other agreements described in or filed
as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees
that the General Partner (on its own or through any officer of the Partnership) is (or was) authorized to execute, deliver and
perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters
described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote
of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees
that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement
or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of
the General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by the General Partner of any
duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any
other agreements) or of any duty stated or implied by law or equity.


 


Section
7.2           Certificate of Limited Partnership. The General
Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as
required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates
or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification
and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of
Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner
determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate
of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity
in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the
Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not
be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document
or any amendment thereto to any Limited Partner.


 


Section
7.3           Restrictions on the General Partner’s Authority.


 


(a)          Except
as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of
all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the
Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement.


 




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(b)          Except
as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all
of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including
by way of merger, consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries) without
the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the
General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the
assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant
to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the
General Partner shall not, on behalf of the Partnership, except as permitted under Sections 4.6, 11.1 and 11.2, elect or cause
the Partnership to elect a successor general partner of the Partnership.


 


Section
7.4           Reimbursement of the General Partner.


 


(a)          Except
as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services
as a general partner or managing member of any Group Member.


 


(b)          The
General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all
direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive
compensation and other amounts paid to any Person, including Affiliates of the General Partner to perform services for the Partnership
Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all other expenses allocable
to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s
business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses
that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement
to the General Partner as a result of indemnification pursuant to Section 7.7.


 


(c)          The
General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose
and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs
and practices involving the issuance of Partnership Securities or options to purchase or rights, warrants or appreciation rights
relating to Partnership Securities), or cause the Partnership to issue Partnership Securities in connection with, or pursuant to,
any employee benefit plan, employee program or employee practice maintained or sponsored by the General Partner or any of its Affiliates,
in each case for the benefit of employees of the General Partner or its Affiliates, or any Group Member or its Affiliates, or any
of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees
to issue and sell to the General Partner or any of its Affiliates any Partnership Securities that the General Partner or such Affiliates
are obligated to provide to any employees pursuant to any such employee benefit plans, employee programs or employee practices.
Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the
General Partner or such Affiliates of Partnership Securities purchased by the General Partner or such Affiliates from the Partnership
to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b).
Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted
by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and
shall be assumed by any successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor
to all of the General Partner’s General Partner Interest pursuant to Section 4.6.


 




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Section
7.5           Outside Activities.


 


(a)          The
General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to
act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability
company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary
or related thereto (including being a limited partner in the Partnership) and (ii) shall not engage in any business or activity
or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing
member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring,
owning or disposing of debt or equity securities in any Group Member.


 


(b)          Subject
to the terms of Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the
right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest
in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged
in by any Group Member, independently or with others, including business interests and activities in direct competition with the
business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed
or implied by law to any Group Member or any Partner or Assignee. Notwithstanding anything to the contrary in this Agreement, (i) the
engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this
Section 7.5 and the Omnibus Agreement is hereby approved by the Partnership and all Partners and (ii) it shall be deemed
not to be breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or of any Indemnitee
for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to
the exclusion of the Partnership.


 


(c)          Subject
to the terms of Sections 7.5(a) and 7.5(b) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in
this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to an Indemnitee (including the
General Partner) and no Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement,
arrangement or other matter that may be an opportunity for the Partnership shall have any duty to communicate or offer such opportunity
to the Partnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Limited
Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the
General Partner) pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity
or information to the Partnership.


 




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(d)          The
General Partner and each of its Affiliates may acquire Units or other Partnership Securities and, except as otherwise provided
in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or other Partnership Securities
acquired by them. The term “Affiliates” when used in this Section 7.5(d) with respect to the General Partner shall
not include any Group Member.


 


(e)          Notwithstanding
anything to the contrary in this Agreement, to the extent that any provision of this Section 7.5 purports or is interpreted
to have the effect of restricting, eliminating or otherwise modifying the fiduciary duties that might otherwise, as a result of
Delaware or other applicable law, be owed by the General Partner to the Partnership and its Limited Partners, or to constitute
a waiver or consent by the Limited Partners to any such fiduciary duty, such provisions in this Section 7.5 shall be deemed
to have been approved by the Partners.


 


Section
7.6           Loans from the General Partner; Loans or Contributions
from the Partnership or Group Members.


 


(a)          The
General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner
or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General
Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party
interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing
party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length
basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner.
The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the
lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b),
the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.


 


(b)          The
Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and
conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other
than another Group Member).


 




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Section
7.7           Indemnification.


 


(a)          To
the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall
be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or
several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising
from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which
any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee;
provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification
pursuant to this Section 7.7, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of
a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification
pursuant to this Section 7.7 shall be available to the General Partner or its Affiliates (other than a Group Member) with
respect to its or their obligations incurred pursuant to the Contribution Agreement (other than obligations incurred by the General
Partner on behalf of the Partnership). Any indemnification pursuant to this Section 7.7 shall be made only out of the assets
of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall
have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.


 


(b)          To
the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified
pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Partnership prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership
of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not
entitled to be indemnified as authorized in this Section 7.7.


 


(c)          The
indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled
under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law or otherwise,
both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue
as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee.


 


(d)          The
Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf
of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that
may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities
or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify
such Person against such liability under the provisions of this Agreement.


 




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(e)          For
purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves
services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to
an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a);
and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably
believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose
that is in the best interests of the Partnership.


 


(f)          In
no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth
in this Agreement.


 


(g)          An
Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 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
this Agreement.


 


(h)          The
provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators
and shall not be deemed to create any rights for the benefit of any other Persons.


 


(i)          No
amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair
the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership
to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole
or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 


Section
7.8           Liability of Indemnitees.


 


(a)          Notwithstanding
anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the
Limited Partners, the Assignees or any other Persons who have acquired interests in the Partnership Securities, for losses sustained
or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad
faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s
conduct was criminal.


 


(b)          Subject
to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through
its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed
by the General Partner in good faith.


 




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(c)          To
the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to
the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s
business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this
Agreement.


 


(d)          Any
amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any
way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 


Section
7.9           Resolution of Conflicts of Interest; Standards
of Conduct and Modification of Duties.


 


(a)          Unless
otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists
or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner
or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict
of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any
Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if
the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved
by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on
terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or
(iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall
be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such
resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If
Special Approval is not sought and the Board of Directors of the General Partner determines that the resolution or course of action
taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above,
then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought
by any Limited Partner or Assignee or by or on behalf of such Limited Partner or Assignee or any other Limited Partner or Assignee
or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming
such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the
existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not
constitute a breach of this Agreement.


 




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(b)          Whenever
the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to
do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement,
any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided
for in this Agreement, the General Partner, or such Affiliates causing it to do so, shall make such determination or take or decline
to take such other action in good faith and shall not be subject to any other or different standards imposed by this Agreement,
any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation
or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the
Person or Persons making such determination or taking or declining to take such other action must believe that the determination
or other action is in the best interests of the Partnership or the holders of the Common Units (other than the General Partner
and its Affiliates) as the case may be.


 


(c)          Whenever
the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to
do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement,
any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates
causing it to do so, are entitled to make such determination or to take or decline to take such other action free of any fiduciary
duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee, and the General Partner, or such Affiliates
causing it to do so, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any
Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation
or at equity. By way of illustration and not of limitation, whenever the phrase, “at the option of the General Partner,”
or some variation of that phrase, is used in this Agreement, it indicates that the General Partner is acting in its individual
capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Units or General Partner Interest, to
the extent permitted under this Agreement, or refrains from voting or transferring its Units or General Partner Interest, as appropriate,
it shall be acting in its individual capacity. The General Partner’s organizational documents may provide that determinations
to take or decline to take any action in its individual, rather than representative, capacity may or shall be determined by its
members, if the General Partner is a limited liability company, stockholders, if the General Partner is a corporation, or the members
or stockholders of the General Partner’s general partner, if the General Partner is a limited partnership.


 


(d)          Notwithstanding
anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or
implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business
or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be
provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner
or any of its Affiliates to enter into such contracts shall be at its option.


 




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(e)          Except
as expressly set forth in this Agreement, neither the General Partner nor any other Indemnitee shall have any duties or liabilities,
including fiduciary duties, to the Partnership or any Limited Partner or Assignee and the provisions of this Agreement, to the
extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General
Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties
and liabilities of the General Partner or such other Indemnitee. Notwithstanding anything to the contrary, to the fullest extent
permitted by law, neither the General Partner nor any other Indemnitee shall owe any duties or liabilities, including fiduciary
duties, to Series A Holders or Series B Holders.


 


(f)          The
Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve
of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the
General Partner pursuant to this Section 7.9.


 


Section
7.10         Other Matters Concerning the General Partner.


 


(a)          The
General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties.


 


(b)          The
General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants
and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion
of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional
or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice
or opinion.


 


(c)          The
General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly
authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership.


 


Section
7.11         Purchase or Sale of Partnership Securities. The General
Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities. As long as Partnership Securities are
held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise
provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or
otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.


 




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Section
7.12         Registration Rights of the General Partner and its Affiliates.


 


(a)          If
(i) any holder of Partnership Securities (the “Holder”), including the General Partner or any Affiliate
of the General Partner (including for purposes of this Section 7.12, any Person that is an Affiliate of the General Partner
at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner), holds Partnership Securities
that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another
exemption from registration is not available to enable the Holder to dispose of the number of Partnership Securities it desires
to sell at the time it desires to do so without registration under the Securities Act, then at the option and upon the request
of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use
all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than six months
following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such registration
statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of
Partnership Securities specified by the Holder; provided, however, that the Partnership shall not be required to
effect more than three registrations pursuant to Section 7.12; and provided further, however, that if the Conflicts Committee
determines in good faith that the requested registration would be materially detrimental to the Partnership and its Partners because
such registration would (x) materially interfere with a significant acquisition, reorganization or other similar transaction
involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business
purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities
laws, then the Partnership shall have the right to postpone such requested registration for a period of not more than six months
after receipt of the Holder’s request, such right pursuant to this Section 7.12(a) not to be utilized more than once
in any twelve-month period. Except as provided in the preceding sentence, the Partnership shall be deemed not to have used all
commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes
any action that would result in Holders of Partnership Securities covered thereby not being able to offer and sell such Partnership
Securities at any time during such period, unless such action is required by applicable law. In connection with any registration
pursuant to the first sentence of this Section 7.12(a), the Partnership shall (i) promptly prepare and file (A) such
documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such
states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in
any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation
or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result
of such registration, and (B) such documents as may be necessary to apply for listing or to list the Partnership Securities
subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and (ii) do any
and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership
Securities in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering
(other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 




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(b)          If
the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of equity securities
of the Partnership for cash (other than an offering relating solely to an employee benefit plan), the Partnership shall use all
commercially reasonable efforts to include such number or amount of securities held by any Holder in such registration statement
as the Holder shall request; provided, that the Partnership is not required to make any effort or take an action to so include
the securities of the Holder once the registration statement becomes or is declared effective by the Commission, including any
registration statement providing for the offering from time to time of securities pursuant to Rule 415 of the Securities Act. If
the proposed offering pursuant to this Section 7.12(b) shall be an underwritten offering, then, in the event that the managing
underwriter or managing underwriters of such offering advise the Partnership and the Holder in writing that in their opinion the
inclusion of all or some of the Holder’s Partnership Securities would adversely and materially affect the success of the
offering, the Partnership shall include in such offering only that number or amount, if any, of securities held by the Holder that,
in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially affect the offering.
Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting
discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.


 


(c)          If
underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide
indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably
satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 7.7,
the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors
and each Person who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified
Persons”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal
fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be
involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (hereinafter referred
to in this Section 7.12(c) as a “claim” and in the plural as “claims”) based upon, arising out of
or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement
under which any Partnership Securities were registered under the Securities Act or any state securities or Blue Sky laws, in any
preliminary prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus
or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement
current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements made therein not misleading; provided, however, that the
Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results
from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such
preliminary, summary or final prospectus or such amendment or supplement, in reliance upon and in conformity with written information
furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in the preparation thereof.


 




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(d)          The
provisions of Sections 7.12(a) and 7.12(b) shall continue to be applicable with respect to the General Partner (and any of the
General Partner’s Affiliates) after it ceases to be a general partner of the Partnership, during a period of two years subsequent
to the effective date of such cessation and for so long thereafter as is required for the Holder to sell all of the Partnership
Securities with respect to which it has requested during such two-year period inclusion in a registration statement otherwise filed
or that a registration statement be filed; provided, however, that the Partnership shall not be required to file
successive registration statements covering the same Partnership Securities for which registration was demanded during such two-year
period. The provisions of Section 7.12(c) shall continue in effect thereafter.


 


(e)          The
rights to cause the Partnership to register Partnership Securities pursuant to this Section 7.12 may be assigned (but only
with all related obligations) by a Holder to a transferee or assignee of such Partnership Securities, provided (i) the Partnership
is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee
and the Partnership Securities with respect to which such registration rights are being assigned; and (ii) such transferee
or assignee agrees in writing to be bound by and subject to the terms set forth in this Section 7.12.


 


(f)          Any
request to register Partnership Securities pursuant to this Section 7.12 shall (i) specify the Partnership Securities
intended to be offered and sold by the Person making the request, (ii) express such Person’s present intent to offer
such Partnership Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Partnership
Securities, and (iv) contain the undertaking of such Person to provide all such information and materials and take all action
as may be required in order to permit the Partnership to comply with all applicable requirements in connection with the registration
of such Partnership Securities.


 


Section
7.13         Reliance by Third Parties. Notwithstanding anything to
the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and
any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has
full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into
any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any
such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner
hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm
any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing
with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement
have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such
officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership
by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or
claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this
Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument
was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument
was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.


 




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Article
VIII


BOOKS, RECORDS,
ACCOUNTING AND REPORTS


 


Section
8.1           Records and Accounting. The General Partner
shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s
business, including all books and records necessary to provide to the Limited Partners any information required to be provided
pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of
its business, including the record of the Record Holders and Assignees of Units or other Partnership Securities, books of account
and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic
tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained
are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained,
for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.


 


Section
8.2           Fiscal Year. The fiscal year of the Partnership
shall be a fiscal year ending December 31.


 


Section
8.3           Reports.


 


(a)          As
soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Partnership, the General Partner
shall cause to be mailed or made available, by any reasonable means (including posting on the Partnership’s website), to
each Record Holder of a Unit as of a date selected by the General Partner, an annual report containing financial statements of
the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and
statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants
selected by the General Partner.


 


(b)          As
soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal
year, the General Partner shall cause to be mailed or made available, by any reasonable means (including posting on the Partnership’s
website), to each Record Holder of a Unit, as of a date selected by the General Partner, a report containing unaudited financial
statements of the Partnership and such other information as may be required by applicable law, regulation or rule of any National
Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary
or appropriate.


 




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Article
IX


TAX MATTERS


 


Section
9.1           Tax Returns and Information. The Partnership
shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis
of the accrual method and the taxable year or years that it is required by law to adopt, from time to time, as determined in good
faith by the General Partner. The tax information reasonably required by Record Holders for federal and state income tax reporting
purposes with respect to a taxable year shall be furnished to them within 90 days of the close of the calendar year in which the
Partnership’s taxable year ends. The classification, realization and recognition of income, gain, losses and deductions
and other items shall be on the accrual method of accounting for federal income tax purposes.


 


Section
9.2           Tax Elections.


 


(a)          The
Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject
to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation
is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing
the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention
whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the
Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to
trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(h) without regard to the
actual price paid by such transferee.


 


(b)          Except
as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted
by the Code.


 


Section
9.3           Tax Controversies. Subject to the provisions
hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to
represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s
affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional
services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing
any or all things reasonably required by the General Partner to conduct such proceedings.


 




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Section
9.4           Withholding. Notwithstanding any other provision
of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other
Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law
including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects
to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner
or Assignee (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution
of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.


 


Article
X


ADMISSION OF PARTNERS


 


Section
10.1         Admission of Substituted Limited Partners. By transfer
of a Limited Partner Interest in accordance with Article IV, the transferor shall be deemed to have given the transferee the right
to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement.
A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser
or other transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate to
a purchaser or other transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partner
to such purchaser or other transferee in respect of the transferred Limited Partner Interests. No transferor of a Limited Partner
Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist
or participate in any way with respect to the completion or delivery thereof. Each transferee of a Limited Partner Interest (including
any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes and delivers
a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee shall
automatically be admitted to the Partnership as a Substituted Limited Partner with respect to the Limited Partner Interests so
transferred to such Person at such time as such transfer is recorded in the books and records of the Partnership, and until so
recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first
Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly
completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An
Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions,
including liquidating distributions, of the Partnership. With respect to voting rights attributable to Limited Partner Interests
that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising
the voting rights in respect of such Limited Partner Interests on any matter, vote such Limited Partner Interests at the written
direction of the Assignee who is the Record Holder of such Limited Partner Interests. If no such written direction is received,
such Limited Partner Interests will not be voted. An Assignee shall have no other rights of a Limited Partner.


 




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Section
10.2         Admission of Successor General Partner. A successor General
Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest
pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership
as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner,
pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided,
however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred
and such successor has executed and delivered such other documents or instruments as may be required to effect such admission.
Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.


 


Section
10.3         Admission of Additional Limited Partners.


 


(a)          A
Person (other than the General Partner or a Limited Partner) who makes a Capital Contribution to the Partnership in accordance
with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner:


 


(i)          evidence
of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including the power
of attorney granted in Section 2.6, and


 


(ii)         such
other documents or instruments as may be required by the General Partner to effect such Person’s admission as an Additional
Limited Partner.


 


(b)          Notwithstanding
anything to the contrary in this Section 10.3, no Person shall be admitted as an Additional Limited Partner without the consent
of the General Partner. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which
the name of such Person is recorded as such in the books and records of the Partnership, following the consent of the General Partner
to such admission.


 


Section
10.4         Amendment of Agreement and Certificate of Limited Partnership.
To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under
the Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable
an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate
of Limited Partnership, and the General Partner may for this purpose, among others, exercise the power of attorney granted pursuant
to Section 2.6.


 




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Article
XI


WITHDRAWAL OR
REMOVAL OF PARTNERS


 


Section
11.1         Withdrawal of the General Partner.


 


(a)          The
General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each
such event herein referred to as an “Event of Withdrawal”);


 


(i)          The
General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;


 


(ii)         The
General Partner transfers all of its rights as General Partner pursuant to Section 4.6;


 


(iii)        The
General Partner is removed pursuant to Section 11.2;


 


(iv)        The
General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition
for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation,
dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described
in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a
trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its
properties;


 


(v)         A
final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate
jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or


 


(vi)        (A) in
the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner,
or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter,
under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability
company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting
in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner
is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General
Partner.


 


If an Event of Withdrawal specified in Section 11.1(a)(iv),
(v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to the Limited Partners
within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1
shall result in the withdrawal of the General Partner from the Partnership.


 




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(b)          Withdrawal
of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period beginning on October 10, 2006 and ending
at 12:00 midnight, prevailing Eastern Time, on December 31, 2016, the General Partner voluntarily withdraws by giving at least
90 days’ advance notice of its intention to withdraw to the Limited Partners; provided, that prior to the effective
date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units
(excluding Common Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an
Opinion of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor
General Partner) would not result in the loss of the limited liability of any Limited Partner or any Group Member or cause any
Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income
tax purposes (to the extent not already so treated or taxed); (ii) at any time after 12:00 midnight, prevailing Eastern Time,
on December 31, 2016, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders,
such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to
be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding
clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’
advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the
notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own
beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership
upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or
managing member, if any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal
pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect
a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general
partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner
or a managing member. If, prior to the effective date of the General Partner’s withdrawal, a successor is not selected by
the Unitholders as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be
dissolved in accordance with Section 12.1. Any successor General Partner elected in accordance with the terms of this Section 11.1
shall be subject to the provisions of Section 10.2.


 




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Section
11.2         Removal of the General Partner. The General Partner may
be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held
by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General
Partner must also provide for the election of a successor General Partner by the Unitholders of a Unit Majority. Such removal
shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal
of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member,
to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If
a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall,
upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent
applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the
holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received
an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance
with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.


 


Section
11.3         Interest of Departing General Partner and Successor General
Partner.


 


(a)          In
the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement
or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist,
if the successor General Partner is elected in accordance with the terms of Sections 11.1 or 11.2, the Departing General Partner
shall have the option, exercisable prior to the effective date of the departure of such Departing General Partner, to require its
successor to purchase its General Partner Interest and its general partner interest (or equivalent interest), if any, in the other
Group Members (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market
value of such Combined Interest, such amount to be determined and payable as of the effective date of its departure. If the General
Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances
where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Sections 11.1
or 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is
not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the departure
of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business
of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest of the
Departing General Partner. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such
Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities),
incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other
than any Group Member) for the benefit of the Partnership or the other Group Members.


 




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For purposes of this Section 11.3(a),
the fair market value of the Departing General Partner’s Combined Interest shall be determined by agreement between the Departing
General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s
departure, by an independent investment banking firm or other independent expert selected by the Departing General Partner and
its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter.
If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the
effective date of such departure, then the Departing General Partner shall designate an independent investment banking firm or
other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm
or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent
expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the
Combined Interest of the Departing General Partner. In making its determination, such third independent investment banking firm
or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units
are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing
General Partner and other factors it may deem relevant.


 


(b)          If
the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee)
shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an
investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership
Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall
indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after
the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement,
conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing
General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common
Units.


 


(c)          If
a successor General Partner is elected in accordance with the terms of Sections 11.1 or 11.2 (or if the business of the Partnership
is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option
described in Section 11.3(a) is not exercised by the party entitled to do so, such successor General Partner shall, subject
to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the
Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to
reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s
interest in all Partnership distributions and allocations shall be its Percentage Interest.


 


Section
11.4         Withdrawal of Limited Partners. No Limited Partner shall
have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s
Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner
shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.


 




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Article
XII


DISSOLUTION AND
LIQUIDATION


 


Section
12.1         Dissolution. The Partnership shall not be dissolved by
the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner
in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General
Partner is elected pursuant to Sections 11.1 or 11.2, the Partnership shall not be dissolved and such successor General Partner
shall continue the business of the Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its affairs
shall be wound up, upon:


 


(a)          an
Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a
successor is elected and an Opinion of Counsel is received as provided in Sections 11.1(b) or 11.2 and such successor is admitted
to the Partnership pursuant to Section 10.2;


 


(b)          an
election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;


 


(c)          the
entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or


 


(d)          at
any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware
Act.


 


Section
12.2         Continuation of the Business of the Partnership After Dissolution.
Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General
Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing
General Partner pursuant to Section 11.1 or 11.2, then within 90 days thereafter, or (b) dissolution of the Partnership
upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum
extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the
Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person
approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above,
the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:


 


(i)          the
Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;


 


(ii)         if
the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated
in the manner provided in Section 11.3; and


 


(iii)        the
successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by
agreeing in writing to be bound by this Agreement; provided, that the right of the holders of a Unit Majority to approve
a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the
Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited
liability of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable
as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue
(to the extent not already so treated or taxed).


 




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Section
12.3         Liquidator. Upon dissolution of the Partnership, unless
the business of the Partnership is continued pursuant to Section 12.2, the General Partner shall select one or more Persons
to act as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its
services as may be approved by holders of a Unit Majority. The Liquidator (if other than the General Partner) shall agree not
to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of
removal approved by holders of a Unit Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute
Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter
be approved by holders of a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein
shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as
expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without
further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the
terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such
powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and
functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of
the Partnership as provided for herein.


 


Section
12.4         Liquidation. The Liquidator shall proceed to dispose of
the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period
as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following:


 


(a)          The
assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator
and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed
for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate
cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s
assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s
assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets,
in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.


 


(b)          Liabilities
of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of
Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Articles VI, XVI and XVII.
With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator
shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide
for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.


 




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(c)          All
property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed
to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined
after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c))
for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being
determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of
such taxable year (or, if later, within 90 days after said date of such occurrence); provided that any accumulated and unpaid Series
A Distributions or Series B Distributions shall be treated as liabilities of the Partnership and paid (and, for purposes of determining
balances in Capital Accounts, shall not be treated as distributions pursuant to this Section 12.4(c)) prior to the making of any
distributions pursuant to this Section 12.4(c).


 


Section
12.5         Cancellation of Certificate of Limited Partnership. Upon
the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation
of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership
in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the
Partnership shall be taken.


 


Section
12.6         Return of Contributions. The General Partner shall not
be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable
it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being
expressly understood that any such return shall be made solely from Partnership assets.


 


Section
12.7         Waiver of Partition. To the maximum extent permitted by
law, each Partner hereby waives any right to partition of the Partnership property.


 


Section
12.8         Capital Account Restoration. No Limited Partner shall
have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner
shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership
by the end of the taxable year of the Partnership during which such liquidation occurs, or, if later, within 90 days after the
date of such liquidation.


 




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Article
XIII


AMENDMENT OF PARTNERSHIP
AGREEMENT; MEETINGS; RECORD DATE


 


Section
13.1         Amendments to be Adopted Solely by the General Partner.
Each Partner agrees that the General Partner, without the approval of any Partner or Assignee, may amend any provision of this
Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith,
to reflect:


 


(a)          a
change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent
of the Partnership or the registered office of the Partnership;


 


(b)          admission,
substitution, withdrawal or removal of Partners in accordance with this Agreement;


 


(c)          a
change that the General Partner determines to be necessary or advisable to qualify or continue the qualification of the Partnership
as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to
ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal
income tax purposes;


 


(d)          Subject
to Section 16.5 and Section 17.5, to the extent applicable, a change that the General Partner determines, (i) does not
adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of
Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements,
conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial
authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units
(including the division of any class, classes or series of Outstanding Units into different classes to facilitate uniformity of
tax consequences within such classes or series of Units) or comply with any rule, regulation, guideline or requirement of any National
Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or advisable in
connection with action taken by the General Partner pursuant to Section 5.5 or (iv) is required to effect the intent
expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this
Agreement;


 


(e)          a
change in the fiscal year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary
or appropriate as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner
shall so determine, a change in the definition of “Quarter” and the dates on which distributions (other than Series
A Distributions and Series B Distributions) are to be made by the Partnership;


 


(f)          an
amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers,
trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the
Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income
Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied
or proposed by the United States Department of Labor;


 




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(g)          subject
to the terms of Section 16.5 and Section 17.5, an amendment that the General Partner determines to be necessary or appropriate
in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.3;


 


(h)          any
amendment expressly permitted in this Agreement to be made by the General Partner acting alone;


 


(i)          an
amendment effected, necessitated or contemplated by a Merger Agreement or Plan of Conversion approved in accordance with Section 14.3;


 


(j)          an
amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership
of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity,
in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4;


 


(k)          a
merger or conveyance or conversion pursuant to Section 14.3(d); or


 


(l)          any
other amendments substantially similar to the foregoing.


 


Section
13.2         Amendment Procedures. Except as provided in Sections 13.1
and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement
may be proposed only by the General Partner; provided, however, that the General Partner shall have no duty or obligation to propose
any amendment to this Agreement and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership,
any Limited Partner or Assignee and, in declining to propose an amendment, to the fullest extent permitted by law shall not be
required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other
agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A proposed amendment
shall be effective upon its approval by the General Partner and the holders of a Unit Majority, unless a greater or different
percentage is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders
of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment.
If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding
Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all
Record Holders upon final adoption of any such proposed amendments.


 




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Section
13.3         Amendment Requirements.


 


(a)          Notwithstanding
the provisions of Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including
Units deemed owned by the General Partner and its Affiliates) required to take any action shall be amended, altered, changed, repealed
or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by
the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less
than the voting requirement sought to be reduced.


 


(b)          Notwithstanding
the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner
without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c)
or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable,
reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given
or withheld at its option.


 


(c)          Except
as provided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this Agreement
without the approval of any Partners or Assignees as contemplated in Section 13.1, any amendment that would have a material
adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests
must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.


 


(d)          Notwithstanding
any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by
Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding
Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not
affect the limited liability of any Limited Partner under applicable law.


 


(e)          Except
as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90%
of the Outstanding Units.


 




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Section
13.4         Special Meetings.


  


(a)          All
acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special
meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding
Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the
General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating
the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from
Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules,
regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use
at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly
through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than
10 days nor more than 60 days after the mailing of notice of the meeting. Limited Partners shall not vote on matters that would
cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership
so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which
the Partnership is qualified to do business.


 


(b)          (i)
An annual meeting of the Limited Partners holding Common Units for the election of Directors to the Board of Directors and such
other matters as the General Partner shall submit to a vote of the Limited Partners holding Common Units shall be held in June
of each year or at such other date and time as may be fixed from time to time by the General Partner at such place within or without
the State of Delaware as may be fixed from time to time by the General Partner and all as stated in the notice of the meeting.
Notice of the annual meeting shall be given in accordance with Section 13.5 not less than 10 days nor more than 60 days prior
to the date of such meeting.


 


(ii)         The
Limited Partners holding Common Units shall vote together as a single class for the election of Directors to the Board of Directors.
The Limited Partners entitled to vote shall elect by a plurality of the votes cast at such meeting persons to serve on the Board
of Directors of the General Partner who are nominated in accordance with the provisions of this Section 13.4(b). The exercise
by a Limited Partner of the right to elect the Directors and any other rights afforded to such Limited Partner under this Section 13.4(b)
shall be in such Limited Partner’s capacity as a limited partner of the Partnership and shall not cause a Limited Partner
to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize
such Limited Partner’s limited liability under the Delaware Act or the law of any other state in which the Partnership is
qualified to do business.


 


(iii)        Solely
with respect to the election of Directors to the Board of Directors: (A) the General Partner and the Partnership shall not
be entitled to vote Units that are otherwise entitled to vote at any meeting of the Unitholders; (B) if at any time any Person
or Group beneficially owns 20% or more of the Outstanding Partnership Securities of any class then Outstanding, then all Partnership
Securities owned by such Person or Group in excess of 20% of the Outstanding Partnership Securities of the applicable class shall
not be voted, and in each case, the foregoing Units shall not be counted when calculating the required votes for such matter and
shall not be deemed to be Outstanding for purposes of determining a quorum for such meeting pursuant to Section 13.9 (but
such Units shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement), provided,
however, that this clause (B) shall not apply to any Person or Group who acquires 20% or more of the Series B Preferred
Units, including as a result of the payment of PIK Units on the Series B Preferred Units, if and only if such Person does not,
at or after such acquisition, beneficially own or acquire 20% or more of the voting power of the Common Units (taking into account
the voting rights of the Series B Preferred Units on an as-converted basis pursuant to Section 17.5(a)); and (C) holders of
the Series A Preferred Units shall not be entitled to vote in the election of Directors to the Board of Directors. Notwithstanding
the foregoing sentence, the Board of Directors of the General Partner may, by action specifically referencing votes for the election
of Directors under this Section 13.4(b), determine that the limitation set forth in clause (B) of the preceding sentence
shall not apply to a specific Person or Group.


 




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(iv)        The
number of Directors that shall constitute the whole Board of Directors of the General Partner shall not be less than five and not
more than nine as shall be established from time to time by a resolution adopted by a majority of the Directors. The Board of Directors
shall be divided into three classes, Class I, Class II, and Class III. The number of Directors in each class shall be the whole
number contained in the quotient arrived at by dividing the authorized number of Directors by three, and if a fraction is also
contained in such quotient, then if such fraction is one-third, the extra director shall be a member of Class I and if the fraction
is two-thirds, one of the extra directors shall be a member of Class I and the other shall be a member of Class II. Each Director
shall serve for a term ending as provided herein; provided, however, that the Directors designated in accordance with the Fourth
Amended and Restated Limited Liability Company Agreement of the General Partner (the “General Partner Agreement”)
to Class I shall serve for a term that expires at the annual meeting of Limited Partners holding Common Units held in 2015, the
Directors designated in accordance with the General Partner Agreement to Class II shall serve for an initial term that expires
at the annual meeting of Limited Partners holding Common Units held in 2016, and the Directors designated in accordance with the
General Partner Agreement to Class III shall serve for an initial term that expires at the annual meeting of Limited Partners holding
Common Units held in 2014. At each succeeding annual meeting of Limited Partners holding Common Units beginning with the annual
meeting held in 2014, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year
term.


 


(v)         Each
Director shall hold office for the term for which such Director is elected and thereafter until such Director’s successor
shall have been duly elected and qualified, or until such Director’s earlier death, resignation or removal. If the number
of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors
in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will
a decrease in the number of Directors shorten the term of any incumbent Director. A Director shall hold office until the annual
meeting of the Limited Partners of the year in which his term expires and until his successor shall be elected and shall qualify,
subject, however, to death, resignation or removal from office. Any vacancy on the Board of Directors (including any vacancy caused
by an increase in the number of Directors on the Board of Directors) may only be filled by a majority of the Directors then in
office, even if less than a quorum, or by a sole remaining Director. Any Director elected to fill a vacancy not resulting from
an increase in the number of Directors shall have the same remaining term as that of his predecessor. A Director may be removed
only for cause and only upon a vote of the majority of the remaining Directors then in office.


 




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(vi)        (A)
(1) Nominations of persons for election to the Board of Directors of the General Partner may be made at an annual meeting of the
Limited Partners only (a) pursuant to the General Partner’s notice of meeting (or any supplement thereto), (b) by
or at the direction of the Board of Directors or any committee thereof or (c) by any Limited Partner who was a Record Holder
at the time the notice provided for in this Section 13.4(b)(vi) is delivered to the General Partner, who is entitled to vote
at the meeting and who complies with the notice procedures set forth in this Section 13.4(b)(vi).


 


(2)         For
any nominations brought before an annual meeting by a Limited Partner pursuant to clause (c) of paragraph (A)(1) of this Section 13.4(b)(vi),
the Limited Partner must have given timely notice thereof in writing to the General Partner. To be timely, a Limited Partner’s
notice shall be delivered to the General Partner not later than the close of business on the ninetieth (90th) day, nor earlier
than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s
annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before
or more than seventy (70) days after such anniversary date, notice by the Limited Partner must be so delivered not earlier
than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made by the Partnership or the General Partner). In no event
shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any
time period) for the giving of a Limited Partner’s notice as described above. Such Limited Partner’s notice shall set
forth: (a) as to each person whom the Limited Partner proposes to nominate for election as a Director (i) all information
relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act and
(ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if
elected; and (b) as to the Limited Partner giving the notice and the beneficial owner, if any, on whose behalf the nomination
is made (i) the name and address of such Limited Partner, as they appear on the Partnership’s books and records, and
of such beneficial owner, (ii) the class or series and number of Units which are owned beneficially and of record by such
Limited Partner and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect
to the nomination between or among such Limited Partner and such beneficial owner, any of their respective Affiliates or associates,
and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging
transactions, and borrowed or loaned Units) that has been entered into as of the date of the Limited Partner’s notice by,
or on behalf of, such Limited Partner and such beneficial owners, the effect or intent of which is to mitigate loss to, manage
risk or benefit of Unit price changes for, or increase or decrease the voting power of, such Limited Partner and such beneficial
owner, with respect to Units, (v) a representation that the Limited Partner is a Record Holder entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose such nomination, and (vi) a representation whether the
Limited Partner or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the Partnership’s Outstanding Units required to elect the nominee
and/or (b) otherwise to solicit proxies from Limited Partners in support of such nomination. The General Partner may require
any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a Director of the General Partner.


 




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(3)         Notwithstanding
anything in the second sentence of paragraph (A)(2) of this Section 13.4(b)(vi) to the contrary, in the event that the number
of Directors to be elected to the Board of Directors of the General Partner is increased effective at the annual meeting and there
is no public announcement by the Partnership or the General Partner naming the nominees for the additional directorships at least
one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Limited Partner’s
notice required by this Section 13.4(b)(vi) shall also be considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the General Partner not later than the close of business on the tenth (10th) day
following the day on which such public announcement is first made by the Partnership or the General Partner.


 




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(B)         Nominations
of persons for election to the Board of Directors may be made at a special meeting of Limited Partners at which Directors are to
be elected pursuant to the General Partner’s notice of meeting (1) by or at the direction of the Board of Directors
or any committee thereof or (2) provided that the Board of Directors or the Limited Partners pursuant to Section 13.4(a)
hereof has determined that Directors shall be elected at such meeting, by any Limited Partner who is a Record Holder at the time
the notice provided for in this Section 13.4(b)(vi) is delivered to the General Partner, who is entitled to vote at the meeting
and upon such election and who complies with the notice procedures set forth in this Section 13.4(b)(vi). In the event the
General Partner calls a special meeting of Limited Partners for the purpose of electing one or more Directors to the Board of Directors,
any such Limited Partner entitled to vote in such election of Directors may nominate a person or persons (as the case may be) for
election to such position(s) as specified in the General Partner’s notice of meeting, if the Limited Partner’s notice
required by paragraph (A)(2) of this Section 13.4(b)(vi) shall be delivered to the General Partner not earlier than the close
of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business
on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence
a new time period (or extend any time period) for the giving of a Limited Partner’s notice as described above.


 


(C)         (1)
Only such persons who are nominated in accordance with the procedures set forth in this Section 13.4(b)(vi) shall be eligible
to be elected at an annual or special meeting of Limited Partners to serve as Directors. Except as otherwise provided by law, the
chairman designated by the General Partner pursuant to Section 13.10 shall have the power and duty (a) to determine whether
a nomination was made in accordance with the procedures set forth in this Section 13.4(b)(vi) (including whether the Limited
Partner or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or
did not so solicit, as the case may be, proxies in support of such Limited Partner’s nominee in compliance with such Limited
Partner’s representation as required by clause (A)(2)(b)(vi) of this Section 13.4(b)(vi)) and (b) if any proposed
nomination was not made in compliance with this Section 13.4(b)(vi), to declare that such nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 13.4(b)(vi), unless otherwise required by law, if the Limited Partner
(or a qualified representative of the Limited Partner) does not appear at the annual or special meeting of Limited Partners to
present a nomination, such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received
by the General Partner or the Partnership. For purposes of this Section 13.4(b)(vi), to be considered a qualified representative
of the Limited Partner, a person must be a duly authorized officer, manager or partner of such Limited Partner or must be authorized
by a writing executed by such Limited Partner or an electronic transmission delivered by such Limited Partner to act for such Limited
Partner as proxy at the meeting of Limited Partners and such person must produce such writing or electronic transmission, or a
reliable reproduction of the writing or electronic transmission, at the meeting of Limited Partners.


 




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(2)         For
purposes of this Section 13.4(b)(vi), “public announcement” shall include disclosure in a press release reported
by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Partnership
or the General Partner with the Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act.


 


(3)         Notwithstanding
the foregoing provisions of this Section 13.4(b)(vi), a Limited Partner shall also comply with all applicable requirements
of the Securities Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 13.4(b)(vi);
provided however, that any references in this Agreement to the Securities Exchange Act or the rules promulgated thereunder are
not intended to and shall not limit any requirements applicable to nominations pursuant to this Section 13.4(b)(vi) (including
paragraphs A(1)(c) and B hereof), and compliance with paragraphs A(1)(c) and B of this Section 13.4(b)(vi) shall be the exclusive
means for a Limited Partner to make nominations.


 


(vii)       This
Section 13.4(b) shall not be deemed in any way to limit or impair the ability of the Board of Directors to adopt a “poison
pill” or unitholder or other similar rights plan with respect to the Partnership, whether such poison pill or plan contains
“dead hand” provisions, “no hand” provisions or other provisions relating to the redemption of the poison
pill or plan, in each case as such terms are used under Delaware common law.


 


(viii)      The
Partnership and the General Partner shall use their commercially reasonable best efforts to take such action as shall be necessary
or appropriate to give effect to and implement the provisions of this Section 13.4(b), including amending the organizational
documents of the General Partner such that at all times the organizational documents of the General Partner shall provide (i) that
the Directors shall be elected in accordance with the terms of this Agreement, and (ii) terms consistent with this Section 13.4(b).


 


(ix)         If
the General Partner delegates to an existing or newly formed wholly owned Subsidiary the power and authority to manage and control
the business and affairs of the Partnership Group, the foregoing provisions of this Section 13.4(b) shall be applicable with
respect to the Board of Directors or other governing body of such Subsidiary.


 


Section
13.5         Notice of a Meeting. Notice of a meeting called pursuant
to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in
writing by mail or other means of written communication in accordance with Sections 16.9, 17.9 or 18.1, as applicable. The notice
shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.


 




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Section
13.6         Record Date. For purposes of determining the Limited Partners
entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11
the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the
meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange
on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National
Securities Exchange shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited
Partners are requested in writing by the General Partner to give such approvals. If the General Partner does not set a Record
Date, then (a) the Record Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the
Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (b) the Record
Date for determining the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval
is deposited with the Partnership in care of the General Partner in accordance with Section 13.11.


 


Section
13.7         Adjournment. When a meeting is adjourned to another time
or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof
are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the
adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the
adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given in accordance with this Article XIII.


 


Section
13.8         Waiver of Notice; Approval of Meeting; Approval of Minutes.
The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it
had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance
of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends
the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove
the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is
expressly made at the meeting.


 




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Section
13.9         Quorum and Voting. Subject to Section 13.4(b), the
holders of a majority of the Outstanding Units of the class, classes, or series for which a meeting has been called (including
Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting
of Limited Partners of such class, classes or series unless any such action by the Limited Partners requires approval by holders
of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited
Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding
Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person
or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage
is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners
holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The
Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other
than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding
Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time
to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including
Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be
transacted, except as provided in Section 13.7.


 


Section
13.10         Conduct of a Meeting. The General Partner shall have
full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals
in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements
of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies,
votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to
serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be
kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations
consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited
Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment
and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to
vote, and the revocation of approvals in writing.


 




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Section
13.11         Action Without a Meeting. If authorized by the General
Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if an approval in writing
setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding
Units (including Units deemed owned by the General Partner) that would be necessary to authorize or take such action at a meeting
at which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule,
regulation, guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action
without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that
any written ballot submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the
Partnership within the time period, which shall be not less than 20 days, specified by the General Partner; provided, however,
that, if and only if any Series B Purchaser at the time beneficially owns the majority of the Outstanding Series B Preferred Units
and has (and solely controls) the right to vote those Outstanding Series B Preferred Units, the affirmative vote or consent of
the majority of the Outstanding Series B Preferred Units, where required in this Agreement, may be obtained by written consent
without any minimum time period before such consent may be delivered or be effective (including with respect to the rights set
forth in Section 17.5). If a ballot returned to the Partnership does not vote all of the Units held by the Limited Partners, the
Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of
any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals
shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the General Partner,
(b) approvals sufficient to take the action proposed are dated as of a date not more than 90 days prior to the date sufficient
approvals are deposited with the Partnership and (c) an Opinion of Counsel is delivered to the General Partner to the effect
that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause
the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership
so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible under the state statutes
then governing the rights, duties and liabilities of the Partnership and the Partners.


 


Section
13.12         Right to Vote and Related Matters.


 


(a)          Only
those Record Holders of the Units (other than Outstanding Series A Preferred Units) on the Record Date set pursuant to Section 13.6
(and subject to the limitations contained in the definition of “Outstanding” and the limitations set forth in Section 13.4(b))
shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the
holders of the Outstanding Units have the right to vote or to act, voting together as a single class as provided in Section 17.5(a).
All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units (other than Outstanding
Series A Preferred Units) shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units
(other than Outstanding Series A Preferred Units), voting together as a single class as provided in Section 17.5(a).


 


(b)          Only
those Record Holders of the Series A Preferred Units or the Series B Preferred Units on the Record Date set pursuant to Section 13.6
(and subject to the limitations contained in the definition of “Outstanding” and the limitations set forth in Sections
13.4(b), 16.5 and 17.5) shall be entitled to notice of, and to vote at, a meeting of Limited Partners holding Series A Preferred
Units or Series B Preferred Units, respectively, or to act with respect to matters as to which the holders of the Outstanding Series
A Preferred Units or Outstanding Series B Preferred Units, respectively, have the right to vote or to act. All references in this
Agreement to votes of, or other acts that may be taken by, the Outstanding Series A Preferred Units or Outstanding Series B Preferred
Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Series A Preferred Units
or such Outstanding Series B Preferred Units, respectively.


 




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(c)          With
respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or
clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in
exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise,
vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled
to assume it is so acting without further inquiry. The provisions of this Section 13.12(c) (as well as all other provisions
of this Agreement) are subject to the provisions of Section 4.3.


 


Article
XIV


MERGER OR CONVERSION


 


Section
14.1         Authority. The Partnership may merge or consolidate with
or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts,
common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability
partnership)), or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other
state of the United States of America, pursuant to a written agreement of merger or consolidation (“Merger Agreement”),
or a written plan of conversion (“Plan of Conversion”), as the case may be, in accordance with this Article XIV.


 


Section
14.2         Procedure for Merger, Consolidation or Conversion.


 


(a)          Merger,
consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner;
provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to
consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation
whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to consent to a merger, consolidation or conversion,
shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement,
any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.


 


(b)          If
the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement,
which shall set forth:


 


(i)          the
names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;


 


(ii)         the
name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation
(the “Surviving Business Entity”);


 


(iii)        the
terms and conditions of the proposed merger or consolidation;


 




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(iv)        the
manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property
or interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner
interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash,
property or interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited
partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability
company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such interests,
securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in
the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests,
rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited
liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are
to be delivered;


 


(v)         a
statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate
of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter
or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;


 


(vi)        the
effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or
a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the
merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or
time certain at or prior to the time of the filing of such certificate of merger and stated therein); and


 


(vii)       such
other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.


 


(c)          If
the General Partner shall determine to consent to the conversion, the General Partner may approve and adopt a Plan of Conversion
containing such terms and conditions that the General Partner determines to be necessary or appropriate.


 


Section
14.3         Approval by Limited Partners.


 


(a)          Except
as provided in Sections 14.3(d) and 14.3(e), the General Partner, upon its approval of the Merger Agreement or Plan of Conversion,
as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of
Limited Partners holding Common Units, whether at a special meeting or by written consent, in either case in accordance with the
requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included
in or enclosed with the notice of a special meeting or the written consent.


 




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(b)          Except
as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon
receiving the affirmative vote or consent of the holders of a Unit Majority.


 


(c)          Except
as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior
to the filing of the certificate of merger or certificate of conversion pursuant to Section 14.4, the merger, consolidation
or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement.


 


(d)          Notwithstanding
anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval,
to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member
into, or convey all of the Partnership’s assets to, another limited liability entity which shall be newly formed and shall
have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from
the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger
or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or cause the Partnership
to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes
(to the extent not previously treated as such), (ii) the sole purpose of such conversion, merger or conveyance is to effect
a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments
of the new entity provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.


 


(e)          Additionally,
notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited
Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received
an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability
of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed
as an entity for federal income tax purposes (to the extent not previously treated as such), (B) the merger or consolidation
would not result in an amendment to the Partnership Agreement, other than any amendments that could be adopted pursuant to Section 13.1,
(C) the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Unit outstanding immediately
prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date
of the merger or consolidation, and (E) the number of Partnership Securities to be issued by the Partnership in such merger
or consolidation do not exceed 20% of the Partnership Securities Outstanding immediately prior to the effective date of such merger
or consolidation.


 


Section
14.4         Certificate of Merger or Conversion. Upon the required
approval by the General Partner and the Unitholders of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate
of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of
Delaware in conformity with the requirements of the Delaware Act.


 




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Section
14.5         Amendment of Partnership Agreement. Pursuant to Section 17-211(g)
of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect
any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the
Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective
time or date of the merger or consolidation.


 


Section
14.6         Effect of Merger or Conversion.


 


(a)          At
the effective time of the certificate of merger:


 


(i)          all
of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real,
personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to
each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be
the property of the Surviving Business Entity to the extent they were of each constituent business entity;


 


(ii)         the
title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not
in any way impaired because of the merger or consolidation;


 


(iii)        all
rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved
unimpaired; and


 


(iv)        all
debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced
against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.


 


(b)          At
the effective time of the certificate of conversion:


 


(i)          the
Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in
its prior organizational form;


 


(ii)         all
rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted
entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or
assignment having occurred, but subject to any existing liens or other encumbrances thereon;


 


(iii)        all
liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its
new organizational form without impairment or diminution by reason of the conversion;


 


(iv)        all
rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in
their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities
and obligations and may be pursued by such creditors and obligees as if the conversion did not occur;


 




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(v)         a
proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued
by or against the converted entity in its new organizational form and by or against the prior partners without any need for substitution
of parties; and


 


(vi)        the
Partnership Securities that are to be converted into partnership interests, shares, evidences of ownership, or other securities
in the converted entity as provided in the Plan of Conversion or certificate of conversion shall be so converted, and Partners
shall be entitled only to the rights provided in the Plan of Conversion or certificate of conversion.


 


(c)          A
merger, consolidation or conversion effected pursuant to this Article shall not be deemed to result in a transfer or assignment
of assets or liabilities from one entity to another.


 


Article
XV


RIGHT TO ACQUIRE
LIMITED PARTNER INTERESTS


 


Section
15.1         Right to Acquire Limited Partner Interests.


 


(a)          Notwithstanding
any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited
Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer
in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but
not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner
and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice
described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates
for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described
in Section 15.1(b) is mailed. Notwithstanding the foregoing, the repurchase right described in this Article XV shall not apply
to Series A Preferred Units or Series B Preferred Units.


 




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(b)          If
the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner
Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election
to purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such
Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by
the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall
also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed
in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the
Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased
and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner
Interests, upon surrender of Certificates representing such Limited Partner Interests in exchange for payment, at such office or
offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which
such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner
Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless
of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership,
as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all
of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase
shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the
deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to
purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have been surrendered
for purchase, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Articles IV, V, VI,
and XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a))
for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing
such Limited Partner Interests, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner,
its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General
Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all
such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such Limited Partner
Interests (including all rights as owner of such Limited Partner Interests pursuant to Articles IV, V, VI and XII).


 


(c)          At
any time from and after the Purchase Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided
in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange
for payment of the amount described in Section 15.1(a), therefor, without interest thereon.


 


Article
XVI


SERIES A CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED UNITS


 


Section
16.1         Designation. A series of Preferred Units to be known as
“8.25% Series A Cumulative Redeemable Perpetual Preferred Units,” is hereby designated and created. Article XVI
of this Agreement fixes the preferences, rights, powers and duties of the Series A Holders and the Series A Preferred Units. Each
Series A Preferred Unit shall be identical in all respects to every other Series A Preferred Unit, except as to the
respective dates from which the Series A Liquidation Preference shall increase or from which Series A Distributions
may begin accruing, to the extent such dates may differ. Each Series A Preferred Unit represents a perpetual equity interest
in the Partnership and shall not give rise to a claim by the holder thereof for redemption at any particular date.


 




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Section
16.2         Units.


 


(a)          The
authorized number of Series A Preferred Units shall be unlimited. The Partnership shall issue 7,000,000 Series A Preferred
Units on the Series A Original Issue Date, and it may issue up to 1,000,000 additional Series A Preferred Units on or after such
date pursuant to the option granted to the underwriters by the Partnership. Any Series A Preferred Units that are redeemed,
purchased or otherwise acquired by the Partnership shall be cancelled.


 


(b)          The
Series A Preferred Units shall be initially represented by a single Certificate registered in the name of the Depositary or
its nominee, and no Series A Holder shall be entitled to receive a Certificate evidencing Series A Preferred Units, unless
otherwise required by law or the Depositary gives notice of its intention to resign or is no longer eligible to act as such and
the Partnership shall have not selected a substitute Depositary within sixty (60) calendar days thereafter. So long as the
Depositary shall have been appointed and is serving, payments and communications made by the Partnership to Series A Holders
shall be made by making payments to, and communicating with, the Depositary.


 


Section
16.3         Distributions.


 


(a)          Distributions
on each Series A Preferred Unit shall be cumulative and shall accrue at the Series A Distribution Rate from the Series A Original
Issue Date (or, for any subsequently issued and newly Outstanding Series A Preferred Units, from the Series A Distribution Payment
Date immediately preceding the issuance date of such Units) until such time as the Partnership pays the Series A Distribution or
redeems the Series A Preferred Units in full in accordance with Section 16.6 below, whether or not such Series A Distributions
shall have been declared, and distributions shall accrue on the amount of Series A Distributions in Arrears at the Series A Distribution
Rate. Subject to the Delaware Act, Series A Holders shall be entitled to receive Series A Distributions from time to time at the
Series A Distribution Rate per Series A Preferred Unit, when, as, and if declared by the General Partner. Distributions, to the
extent declared by the General Partner to be paid by the Partnership in accordance with this Section 16.3, shall be paid monthly
(except in the case of the initial payment) on each Series A Distribution Payment Date. If any Series A Distribution Payment Date
otherwise would occur on a date that is not a Business Day, declared Series A Distributions shall be paid on the immediately succeeding
Business Day without the accumulation of additional distributions. Series A Distributions shall be payable based on a 360-day year
consisting of twelve 30-day months. All Series A Distributions payable by the Partnership pursuant to this Section 16.3 shall
be payable without regard to income of the Partnership and shall be treated for federal income tax purposes as guaranteed payments
for the use of capital under Section 707(c) of the Code.


 




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(b)          Not
later than 5:00 p.m., New York City time, on each Series A Distribution Payment Date, the Partnership shall pay those Series A
Distributions, if any, that shall have been declared by the General Partner to Series A Holders on the Record Date for the applicable
Series A Distribution. The Record Date (the “Series A Distribution Record Date”) for any Series A Distribution
payment shall be as of the opening of the National Securities Exchange on which the Series A Preferred Units are listed or admitted
to trading on the first Business Day of each Month immediately preceding the applicable Series A Distribution Payment Date, except
that in the case of payments of Series A Distributions in Arrears, the Series A Distribution Record Date with respect to a Series
A Distribution Payment Date shall be such date as may be designated by the General Partner in accordance with this Article XVI.
No distribution shall be declared or paid or set apart for payment on any Junior Securities (other than a distribution payable
solely in Junior Securities) unless full cumulative distributions have been or contemporaneously are being paid or provided for
on all Outstanding Series A Preferred Units and any Parity Securities through the most recent respective distribution payment dates.
Accumulated Series A Distributions in Arrears for any past Series A Distribution Period may be declared by the General Partner
and paid on any date fixed by the General Partner, whether or not a Series A Distribution Payment Date, to Series A Holders on
the record date for such payment, which may not be less than 10 days before such payment date. Subject to the next succeeding sentence,
if all accumulated distributions in Arrears on all Outstanding Series A Preferred Units and any Parity Securities shall not have
been declared and paid, or if sufficient funds for the payment thereof shall not have been set apart, payment of accumulated distributions
in Arrears on the Series A Preferred Units and any such Parity Securities shall be made in order of their respective distribution
payment dates, commencing with the earliest. If less than all distributions payable with respect to all Series A Preferred Units
and any Parity Securities are paid, any partial payment shall be made Pro Rata with respect to the Series A Preferred Units and
any Parity Securities entitled to a distribution payment at such time in proportion to the aggregate distribution amounts remaining
due in respect of such Series A Preferred Units and Parity Securities at such time. Subject to Sections 12.4 and 16.6, Series A
Holders shall not be entitled to any distribution, whether payable in cash, property or equity interests, in excess of full cumulative
Series A Distributions. Except insofar as distributions accrue on the amount of any Series A Distributions in Arrears as described
in Section 16.3(a), no interest or sum of money in lieu of interest shall be payable in respect of any distribution payment
which may be in Arrears on the Series A Preferred Units. So long as the Series A Preferred Units are held of record by the nominee
of the Depositary, declared Series A Distributions shall be paid to the Depositary in same-day funds on each Series A Distribution
Payment Date or other interest payment date in the case of payments for Series A Distributions in Arrears.


 


Section
16.4         Change of Control.


 


(a)          In
connection with any Change of Control after the Series A Original Issue Date, if the Partnership does not elect to redeem all of
the Outstanding Series A Preferred Units prior to the Change of Control Conversion Date through the redemption provision contained
in Section 16.6 of this Agreement, the Partnership will give notice to the Series A Holders and make an irrevocable written
offer (a “Series A Change of Control Offer”) to each Series A Holder to convert some or all of the Series A
Preferred Units held by such Series A Holder on the Change of Control Conversion Date into a number of Common Units per Series
A Preferred Units that is an amount equal to the Series A Conversion Ratio.


 




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(b)          Subject
to Section 5.5, the Series A Conversion Ratio shall be calculated as the lesser of either: (i) the quotient obtained
by dividing (x) the Series A Liquidation Preference as of the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a Series A Distribution Record Date and prior to the corresponding Series A Distribution Payment Date,
in which case any accrued and unpaid distribution will be excluded from this amount) by (y) the Common Unit Price, or (ii) 2.46548
(the “Unit Cap”). The General Partner shall make such adjustments to the Common Unit Price and the Unit Cap
as it determines to be equitable in view of any splits, combinations or distributions in the form of equity issuances or the payment
of any alternative consideration to the holders of the Common Units in connection with the Change of Control.


 


(c)          Each
Series A Holder electing to participate in the Series A Change of Control Offer will be required prior to the close of business
on the third (3rd) Business Day preceding the Change of Control Conversion Date, to notify the Partnership of the number of
Series A Preferred Units to be converted in the Series A Change of Control Offer and otherwise to comply with any applicable procedures
of the Depositary for effecting the conversion.


 


(d)          Upon
conversion, the rights of such participating Series A Holder as a holder of the Series A Preferred Units shall cease with respect
to such converted Series A Preferred Units, and such Person shall continue to be a Partner and have the rights of a holder of Common
Units under this Agreement. Each Series A Preferred Unit shall, upon its Change of Control Conversion Date, be deemed to be transferred
to, and cancelled by, the Partnership in exchange for the issuance of the Conversion Common Unit.


 


(e)          The
Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery
of Conversion Common Units. However, the participating Series A Holder shall pay any tax or duty which may be payable relating
to any transfer involving the issuance or delivery of Conversion Common Units in a name other than such Series A Holder’s
name. The Transfer Agent may refuse to reflect the notation of book entry (or the issuance of a Certificate) for Common Units being
issued in a name other than the Series A Holder’s name until the Transfer Agent receives a sum sufficient to pay any tax
or duties which will be due because the Common Units are to be issued in a name other than the Series A Holder’s name. Nothing
herein shall preclude any tax withholding required by law or regulation.


 


(f)          The
Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Conversion Common Units and,
if the Common Units are then listed or quoted on a National Securities Exchange or other market, shall list or cause to have quoted
and keep listed and quoted the Conversion Common Units to the extent permitted or required by the rules of such exchange or market.


 


(g)          Notwithstanding
anything herein to the contrary, nothing herein shall give to any Series A Holder any rights as a creditor in respect of its right
to conversion.


 




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Section
16.5         Voting Rights.


 


(a)          Notwithstanding
anything to the contrary in this Agreement, the Series A Preferred Units shall have no voting rights except as set forth in
this Section 16.5 or as otherwise required by the Delaware Act.


 


(b)          (i) Unless
the Partnership shall have received the affirmative vote or consent of the holders of at least 66-2/3% of the Outstanding Series A
Preferred Units, voting as a single class, no amendment to this Agreement shall be adopted that would have a material adverse effect
on the existing terms of the Series A Preferred Units.


 


(ii)         Unless
the Partnership shall have received the affirmative vote or consent of the holders of at least 66-2/3% of the Outstanding Series A
Preferred Units, voting as a single class together with holders of any other Parity Securities upon which like voting rights have
been conferred and are exercisable, the Partnership shall not (x) create or issue any Parity Securities if the cumulative
distributions payable on Outstanding Series A Preferred Units are in Arrears or (y) create or issue any Senior Securities.


 


(c)          For
any matter described in this Section 16.5 in which the Series A Holders are entitled to vote as a class (whether separately
or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A
Preferred Unit. Any Series A Preferred Units held by any of the Partnership’s subsidiaries or Affiliates shall not be
entitled to vote.


 


Section
16.6         Optional Redemption. The General Partner shall have the
right at any time, and from time to time, on or after May 15, 2019 or upon the occurrence of a Change of Control within 120
days after the first date on which such Change of Control occurred, to cause the Partnership to redeem the Series A Preferred
Units, in whole or in part, from any source of funds legally available for such purpose; provided, however, that any cash payment
upon a Change of Control shall not be made unless (i) the Partnership has completed any required change of control offers
for its outstanding 2020 Notes pursuant to the 2020 Notes Indenture and its outstanding 2022 Notes pursuant to the 2022 Notes
Indenture, and (ii) such payment would be permitted under the restricted payments covenant contained in each such indenture.
Additionally, any cash payment to Series A Holders shall be subject to the limitations contained in the indentures governing any
future issuances of senior notes by the Partnership, in its bank credit facility and in any other agreements governing its indebtedness.
Any such redemption shall occur on a date set by the General Partner (the “Series A Redemption Date”).


 


(a)          Subject
to the Delaware Act, the Partnership shall effect any such redemption by paying cash for each Series A Preferred Unit to be
redeemed equal to the Series A Liquidation Preference for such Series A Preferred Unit on such Series A Redemption
Date (the “Series A Redemption Price”). So long as the Series A Preferred Units are held of record
by the Depositary, the Series A Redemption Price shall be paid by the Paying Agent to the Depositary on the Series A
Redemption Date.


 




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(b)          The
Partnership shall give notice of any redemption not less than 30 days and not more than 60 days before the scheduled Series A
Redemption Date, to the Series A Holders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on
which notice is given) of any Series A Preferred Units to be redeemed as such Series A Holders’ names appear on
the books of the Transfer Agent and at the address of such Series A Holders shown therein. Such notice (the “Series A
Redemption Notice”) shall state: (i) the Series A Redemption Date, (ii) the number of Series A Preferred
Units to be redeemed and, if less than all Outstanding Series A Preferred Units are to be redeemed, the number (and, in the
case of Units in certificated form, the identification) of Units to be redeemed from such Series A Holder, (iii) the
Series A Redemption Price, (iv) the place where any Series A Preferred Units in certificated form are to be redeemed
and shall be presented and surrendered for payment of the Series A Redemption Price therefor and (v) that distributions
on the Units to be redeemed shall cease to accumulate from and after such Series A Redemption Date.


 


(c)          If
the Partnership elects to redeem less than all of the Outstanding Series A Preferred Units, the number of Series A Preferred
Units to be redeemed shall be determined by the General Partner, and such Series A Preferred Units shall be redeemed by such
method of selection as the Depositary shall determine either Pro Rata or by lot, with adjustments to avoid redemption of fractional
Series A Preferred Units. The aggregate Series A Redemption Price for any such partial redemption of the Outstanding
Series A Preferred Units shall be allocated correspondingly among the redeemed Series A Preferred Units. The Series A
Preferred Units not redeemed shall remain Outstanding and entitled to all the rights and preferences provided in this Article XVI.


 


(d)          If
the Partnership gives or causes to be given a Series A Redemption Notice, the Partnership shall deposit with the Paying Agent
funds sufficient to redeem the Series A Preferred Units as to which such Series A Redemption Notice shall have been given,
no later than 10:00 a.m. New York City time on the Series A Redemption Date, and shall give the Paying Agent irrevocable
instructions and authority to pay the Series A Redemption Price to the Series A Holders to be redeemed upon surrender
or deemed surrender (which shall occur automatically if the Certificate representing such Series A Preferred Units is issued
in the name of the Depositary or its nominee) of the Certificates therefor as set forth in the Series A Redemption Notice.
If the Series A Redemption Notice shall have been given, from and after the Series A Redemption Date, unless the Partnership
defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A
Redemption Notice, all Series A Distributions on such Series A Preferred Units to be redeemed shall cease to accumulate
and all rights of holders of such Series A Preferred Units with respect to such Series A Preferred Units shall cease,
except the right to receive the Series A Redemption Price, including any amount equal to accumulated and unpaid distributions
to the Series A Redemption Date (whether or not declared), and such Series A Preferred Units shall not thereafter be transferred
on the books of the Transfer Agent or be deemed to be Outstanding for any purpose whatsoever. The Partnership shall be entitled
to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent
that such interest income is not required to pay the Series A Redemption Price of the Series A Preferred Units to be
redeemed), and the holders of any Series A Preferred Units so redeemed shall have no claim to any such interest income. Any
funds deposited with the Paying Agent hereunder by the Partnership for any reason, including redemption of Series A Preferred
Units, that remain unclaimed or unpaid after two years after the applicable Series A Redemption Date or other payment date,
shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A
Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A
Redemption Notice, there shall be no redemption of any Series A Preferred Units called for redemption until funds sufficient
to pay the full Series A Redemption Price of such Series A Preferred Units shall have been deposited by the Partnership
with the Paying Agent.


 




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(e)          Any
Series A Preferred Units that are redeemed or otherwise acquired by the Partnership shall be canceled. If only a portion of
the Series A Preferred Units represented by a Certificate shall have been called for redemption, upon surrender of the Certificate
to the Paying Agent (which shall occur automatically if the Certificate representing such Series A Preferred Units is registered
in the name of the Depositary or its nominee), the Partnership shall issue and the Paying Agent shall deliver to the Series A
Holders a new Certificate (or adjust the applicable book-entry account) representing the number of Series A Preferred Units
represented by the surrendered Certificate that have not been called for redemption.


 


(f)          Notwithstanding
anything to the contrary in this Article XVI, unless full cumulative distributions have been or contemporaneously are being
paid or provided for on all Outstanding Series A Preferred Units and any Parity Securities to the most recent respective distribution
payment dates, neither the Partnership nor any Affiliate of the Partnership shall be permitted to repurchase, redeem or otherwise
acquire, in whole or in part, any Series A Preferred Units or Parity Securities except pursuant to a purchase or exchange
offer made on the same relative terms to all holders of Series A Preferred Units and any Parity Securities. Neither the Partnership,
nor any Affiliate of the Partnership shall be permitted to redeem, repurchase or otherwise acquire any Common Units or any other
Junior Securities unless full cumulative distributions have been or contemporaneously are being paid or provided for on all Outstanding
Series A Preferred Units and any Parity Securities to the most recent respective distribution payment dates.


 


Section
16.7         No Sinking Fund. The Series A Preferred Units shall
not have the benefit of any sinking fund.


 


Section
16.8         Record Holders. To the fullest extent permitted by applicable
law, the Partnership, the Transfer Agent and the Paying Agent may deem and treat any Series A Holder as the true, lawful
and absolute owner of the applicable Series A Preferred Units for all purposes, and, to the fullest extent permitted by law,
neither the Partnership, the Transfer Agent nor the Paying Agent shall be affected by any notice to the contrary.


 




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Section
16.9         Notices. All notices or other communications in respect
of the Series A Preferred Units shall be sufficiently given (i) if given in writing in the English language and either
delivered in person or sent by first class mail, postage prepaid, or (ii) if given in such other manner as may be permitted
in this Article XVI, this Agreement or by applicable law. Any notice or other communication given to a holder of a Series A Preferred
Unit in book-entry form shall be given in the manner prescribed by the Depositary, notwithstanding any contrary indication herein.


 


Section
16.10         Other Rights.


 


(a)          The Series A Preferred Units
shall not have any voting powers, preferences or relative, participating, optional or other special rights, or
qualifications, limitations or restrictions thereof, other than as set forth in this Article XVI or as required by
applicable law.


 


Article
XVII


SERIES
B PERPETUAL CONVERTIBLE PREFERRED
UNITS


 


Section
17.1         Designation. A series of Preferred Units to be known as
“Series B Perpetual Convertible Preferred Units,” including any PIK Units issued pursuant to Section 17.3, is
hereby designated and created. Article XVII of this Agreement fixes the preferences, rights, powers and duties of the Series B
Holders and the Series B Preferred Units. Each Series B Preferred Unit shall be identical in all respects to every other
Series B Preferred Unit, except as to the respective dates from which the Series B Liquidation Preference shall increase
or from which Series B Distributions may begin accruing, to the extent such dates may differ. Each Series B Preferred
Unit represents a perpetual equity interest in the Partnership and shall not give rise to a claim by the holder thereof for redemption
or conversion at any particular date, unless converted by any Series B Holder or the Partnership pursuant to Section 17.3(c),
17.4 or Section 17.6.


 


Section
17.2         Units.


 


(a)          The
authorized number of Series B Preferred Units shall be unlimited. The Partnership shall issue 46,666,666 Series B Preferred
Units on the Series B Original Issue Date. Any Series B Preferred Units that are redeemed, purchased or otherwise acquired
by the Partnership shall be cancelled. Other than with respect to PIK Units, the class of Series B Preferred Units shall be closed
immediately following the Series B Original Issue Date and thereafter no additional Series B Preferred Units shall be designated,
created or issued without the affirmative vote required in Section 17.5(b).


 


(b)          The
Series B Preferred Units shall be initially represented by direct registration with the Partnership’s transfer agent.
When the Series B Preferred Units are subsequently deposited with the Depository, they shall be represented by a single Certificate
registered in the name of the Depositary or its nominee, and no Series B Holder shall be entitled to receive a Certificate
evidencing Series B Preferred Units, unless otherwise required by law or the Depositary gives notice of its intention to resign
or is no longer eligible to act as such and the Partnership shall have not selected a substitute Depositary within sixty (60) calendar
days thereafter. So long as the Depositary shall have been appointed and is serving, payments and communications made by the Partnership
to Series B Holders shall be made by making payments to, and communicating with, the Depositary.


 




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Section
17.3         Distributions.


 


(a)          Distributions
on each Series B Preferred Unit shall be cumulative and shall accrue at the Series B Distribution Rate from the Series B Original
Issue Date (or, (a) for any PIK Units, from the Series B Distribution Payment Date immediately preceding the issuance date of such
Units and (b) for any Series B Preferred Units issued after the Series B Original Issue Date (other than PIK Units), from the date
of issuance of such Series B Preferred Units) until such time as the Partnership pays the Series B Distributions or the Series
B Preferred Units are converted to Common Units in full in accordance with Section 17.3(c), 17.4 or Section 17.6, whether
or not such Series B Distributions shall have been declared, and distributions shall accrue on the amount of Series B Distributions
in Arrears at the Series B Distribution Rate. Subject to the Delaware Act, Series B Holders shall be entitled to receive Series
B Distributions from time to time at the Series B Distribution Rate per Series B Preferred Unit, when, as, and if declared by the
General Partner. Distributions, when, as and if declared by the General Partner to be paid by the Partnership in accordance with
this Section 17.3, shall be paid monthly (except in the case of the initial payment) on each Series B Distribution Payment
Date. Series B Distributions shall be payable based on a 360-day year consisting of twelve 30-day months. All Series B Distributions
payable by the Partnership pursuant to this Section 17.3 shall be payable without regard to income of the Partnership and
shall be treated for federal income tax purposes as guaranteed payments for the use of capital under Section 707(c) of the
Code.


 




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(b)          Not
later than 5:00 p.m., New York City time, on each Series B Distribution Payment Date, the Partnership shall pay those Series B
Distributions, if any, that shall have been declared by the General Partner to Series B Holders on the Record Date for the applicable
Series B Distribution. The Record Date (the “Series B Distribution Record Date”) for any Series B Distribution
payment shall be as of the closing of the National Securities Exchange on which the Common Units are listed or admitted to trading
on the last Business Day of each Month immediately preceding the applicable Series B Distribution Payment Date, except that in
the case of payments of Series B Distributions in Arrears, the Series B Distribution Record Date with respect to a Series B Distribution
Payment Date shall be such date as may be designated by the General Partner in accordance with this Article XVII. No distribution
shall be declared or paid or set apart for payment on any Junior Securities (other than a distribution payable solely in Junior
Securities or cash in lieu of fractional Junior Securities) unless full cumulative distributions have been or contemporaneously
are being paid or provided for on all Outstanding Series B Preferred Units and any Parity Securities (including any Outstanding
Series A Preferred Units) through the most recent respective distribution payment dates. Accumulated Series B Distributions in
Arrears for any past Series B Distribution Period may be declared by the General Partner and paid on any date fixed by the General
Partner, whether or not a Series B Distribution Payment Date, to Series B Holders on the Record Date for such payment, which may
not be less than 10 days before such payment date. Subject to the next succeeding sentence, if all accumulated distributions in
Arrears on all Outstanding Series B Preferred Units and any Parity Securities (including any Outstanding Series A Preferred Units)
shall not have been declared and paid, or if sufficient funds for the payment thereof shall not have been set apart, payment of
accumulated distributions in Arrears on the Series B Preferred Units and any such Parity Securities (including any Outstanding
Series A Preferred Units) shall be made in order of their respective distribution payment dates, commencing with the earliest.
If less than all distributions payable with respect to all Series B Preferred Units and any Parity Securities (including any Outstanding
Series A Preferred Units) are paid, any partial payment shall be made Pro Rata with respect to the Series B Preferred Units and
any Parity Securities (including any Outstanding Series A Preferred Units) entitled to a distribution payment at such time in proportion
to the aggregate distribution amounts remaining due in respect of such Series B Preferred Units and Parity Securities (including
any Outstanding Series A Preferred Units) at such time. Subject to Sections 12.4 and 17.6, Series B Holders shall not be entitled
to any distribution, whether payable in cash, property or equity interests, in excess of full cumulative Series B Distributions.
Except insofar as distributions accrue on the amount of any Series B Distributions in Arrears as described in Section 17.3(a),
no interest or sum of money in lieu of interest shall be payable in respect of any distribution payment which may be in Arrears
on the Series B Preferred Units. If and for so long as the Series B Preferred Units are held of record by the nominee of the Depositary,
declared Series B Distributions shall be paid to the Depositary in same-day funds on each Series B Distribution Payment Date or
other interest payment date in the case of payments for Series B Distributions in Arrears.


 


(c)          If
the Partnership elects to pay some or all of a Series B Distribution in PIK Units as permitted in this Agreement, it shall publicly
announce that election on or before the Series B Distribution Record Date for which such election has been made and shall state
in the announcement the amount of PIK Units or combination of cash and PIK Units to be paid per Series B Preferred Unit in connection
with the Series B Distribution. Except as set forth in Section 17.3(c)(i) through (iii), when any PIK Units are payable to a Series
B Holder pursuant to this Section 17.3, the Partnership shall issue the PIK Units to such holder as a distribution in accordance
with Section 17.3(a) (the date of issuance of such PIK Units, the “PIK Payment Date”). On the PIK Payment Date,
the Partnership shall issue to such Series B Holder a certificate or certificates for the number of PIK Units to which such Series
B Holder shall be entitled, or, at the request of the holder, a notation in book entry form in the books of the Transfer Agent,
and all such PIK Units shall, when so issued, be duly authorized, validly issued fully paid and non-assessable Limited Partner
Interests in the Partnership, except as such non-assessability may be affected by Section 17-303,17-607 or 17-804 of the Delaware
Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under
the Delaware Act or the Partnership Agreement.


 




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(i)          In
addition to the conversion rights provided in Section 17.6, a Series B Eligible Holder shall have the right to elect to receive
on the PIK Payment Date, instead of the PIK Units payable to the Series B Eligible Holder (but not instead of any cash payment
that is declared), the number of Common Units into which all the PIK Units payable to that Series B Eligible Holder on that PIK
Payment Date are then convertible. This right must be exercised by delivery of signed, written notice from the Series B Eligible
Holder to the Partnership (or, if the Series B Preferred Units of the Series B Eligible Holder are held of record by the nominee
of the Depository, by complying with the applicable procedures of the Depositary for effecting the election), received no later
than 10 days before the PIK Payment Date setting forth the number of Series B Preferred Units that the Series B Holder holds, certifying
that the Series B Holder is a Series B Eligible Holder, and stating that it elects to receive Common Units instead of the PIK Units
payable on that PIK Payment Date. Such a notice may also specify that it remains in effect for such Series B Eligible Holder with
respect to all future PIK Payment Dates until it is revoked in writing by the Series B Eligible Holder no less than 10 days before
the first PIK Payment Date for which such revocation is to be effective.


 


(ii)         If
such an election is made pursuant to Section 17.3(c)(i), on the applicable PIK Payment Date, the Partnership shall issue to each
validly electing Series B Holder a certificate or certificates for the number of Common Units to which such Series B Holder shall
be entitled instead of PIK Units, or, at the request of the holder, a notation in book entry form in the books of the Transfer
Agent, and all such Common Units shall, when so issued, be duly authorized, validly issued fully paid and non-assessable Limited
Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303,17-607 or 17-804 of the
Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising
under the Delaware Act or the Partnership Agreement. Instead of issuing any fractional Common Unit in lieu of a PIK Unit, all Common
Units to be issued to the Series B Holder shall be aggregated, and the resulting fractional Common Unit (if any) shall be rounded
down to the nearest whole Common Unit and, subject to the Delaware Act, the Partnership shall pay cash in lieu of any fractional
Common Unit not issued because of rounding based on the value of a Common Unit as a portion of then-applicable Series B Issue Price,
taking into account the Series B Conversion Ratio then in effect.


 


(iii)        The
payment of the Common Units in lieu of the PIK units shall be treated as the simultaneous receipt and conversion of the PIK Units
into Common Units and subject to the provisions of Section 17.6(d), (e) and (f), but (for avoidance of doubt) not Section 17.6(c).
Immediately upon any issuance of the Common Units in lieu of PIK Units, all rights of the electing Series B Holder in respect the
PIK Units payable on that PIK Payment Date shall cease, and such electing Series B Holder shall be treated for all purposes as
the owner of Common Units.


 


(d)          For
purposes of maintaining Capital Accounts, if the Partnership issues one or more PIK Units (or Common Units in lieu of PIK Units)
with respect to a Series B Preferred Unit, (i) the Partnership shall be treated as distributing cash with respect to such Series
B Preferred Unit in an amount equal to the Series B Distribution Rate and (ii) the holder of such Series B Preferred Unit shall
be treated as having contributed to the Partnership in exchange for such newly issued PIK Units (or such newly issued Common Units)
an amount of cash equal to the Series B Distribution Rate less the amount of any cash paid by the Partnership in lieu of fractional
PIK Units or fractional Common Units.


 




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Section
17.4         Change of Control.


 


(a)          In
the event of a Cash COC Event, the Outstanding Series B Preferred Units shall be automatically converted, without requirement of
any action of the Series B Holders, into Common Units immediately prior to the closing of the Cash COC Event at a conversion ratio
equal to the greater of (A) the then applicable Series B Conversion Ratio and (B) the quotient of (i) the product of (a) the Series
B Issue Price, multiplied by (b) the Cash COC Conversion Premium, divided by (ii) the greater of (x) the VWAP for the 10 consecutive
Trading Days ending immediately prior to the date of closing of the Cash COC Event and (y) $0.33, adjusted appropriately for any
subdivisions, splits, combinations, reclassifications or other similar transactions (the “Series B Floor Price”).


 


(b)          If
a Change of Control (other than a Cash COC Event) occurs, then each Series B Holder may, at its sole election:


 


(i)          convert
all, but not less than all, Series B Preferred Units held by such Series B Holder into Common Units, at the then-applicable Series
B Conversion Ratio, subject to payment of any accrued but unpaid distributions to the date of conversion in accordance with Section
17.6(c);


 


(ii)         if
the Partnership is not the surviving entity of such Change of Control, then the Partnership shall use its reasonable best efforts
to deliver or to cause to be delivered to the Series B Holders, in exchange for their Series B Preferred Units upon such Change
of Control, a security in the surviving entity that has substantially similar powers, preferences and special rights as the Series
B Preferred Units, including, for the avoidance of doubt, the right to distributions equal in amount and timing to those provided
in Section 17.3 (a “Substantially Equivalent Unit”); provided, however, that, if such Change of
Control occurs and the Partnership is unable to deliver or cause to be delivered a Substantially Equivalent Unit to any such electing
Series B Holder in connection with such Change of Control, each such Series B Holder shall be entitled to (x) take any action otherwise
permitted by clause (i), (iii) or (iv) of this Section 17.4(b), or (y) convert the Series B Preferred Units held by such Series
B Holder immediately prior to such Change of Control (other than (in the case of clauses (A) and (B) below) any PIK Units, which,
solely with respect to a Change of Control contemplated by this Section 17.4(b)(ii), shall be extinguished for no consideration
upon the closing of such Change of Control) into the number of Common Units that would be issued at the then-applicable Series
B Conversion Ratio multiplied by:


 


(A)         prior
to the third anniversary of the Series B Original Issue Date, the quotient of (a) (i) 160% of the then-applicable Conversion Price
less (ii) the sum of all cash distributions paid as of the effective date of the conversion with respect to the Series B Preferred
Units held by such electing Series B Holder on or prior to the date of the Change of Control, divided by (b) the greater of (i)
0.97 multiplied by the VWAP for the 10 consecutive Trading Days ending immediately prior to the date of the closing of such Change
of Control and (ii) the Series B Floor Price, or


 




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(B)         after
the third anniversary of the Series B Original Issue Date, the quotient of (a) (i) 160% multiplied by the then-applicable Conversion
Price plus (ii) accrued and unpaid distributions as of the effective date of the conversion with respect to the Series B Preferred
Units held by such electing Series B Holder less (iii) the sum of all cash distributions paid with respect to the Series B Preferred
Units held by such electing Series B Holder during the first twelve full quarters following the Series B Original Issue Date, divided
by (b) the greater of (i) 0.97 multiplied by the VWAP for the 10 consecutive Trading Days ending immediately prior to the date
of the closing of such Change of Control and (ii) the Series B Floor Price.


 


(iii)        if
the Partnership is the surviving entity of such Change of Control, continue to hold Series B Preferred Units; or


 


(iv)        require
the Partnership to redeem the Series B Preferred Units held by such Series B Holder at a price per Series B Preferred Unit equal
to 101% of the Series B Issue Price plus accrued and unpaid distributions to the date of such redemption with respect to each of
the Series B Preferred Units held by such electing Series B Holder. Any redemption pursuant to this sub-clause (iv) shall, in the
sole discretion of the General Partner, be paid in either cash or a number of Common Units equal to the quotient of (a) the product
of (1) 101% of the Series B Issue Price, multiplied by (2) the number of Series B Preferred Units owned by such Series B Holder
that the Partnership has elected to redeem by payment of Common Units, divided by (b) the product of (x) 0.92 multiplied by (y)
the greater of (1) the VWAP for the 10 consecutive Trading Days ending immediately prior to the date of the closing of such Change
of Control and (2) the Series B Floor Price.


 


(c)          In
connection with any Change of Control (other than a Cash COC Event) after the Series B Original Issue Date, the Partnership will
give notice to the Series B Holders and make an irrevocable written offer (a “Series B Change of Control Offer”)
to convert, receive a Substantially Equivalent Security, continue to hold, or redeem its Series B Preferred Units in accordance
with Section 17.4(b). Each Series B Holder electing to participate in the Series B Change of Control Offer will be required, prior
to the close of business on the third (3rd) Business Day preceding the Change of Control Conversion Date, to notify the Partnership
of the number of Series B Preferred Units to be converted, exchanged for a Substantially Equivalent Security, continued to be held,
or redeemed in the Series B Change of Control Offer and, if the Series B Preferred Units are held of record by the nominee of the
Depository, otherwise to comply with any applicable procedures of the Depositary for effecting the conversion, exchange for a Substantially
Equivalent Security or redemption. Each Series B Holder who fails to timely deliver an election with respect to the Series B Change
of Control Offer will be deemed to have elected to convert all the Series B Preferred Units held by such Series B Holder into Common
Units as provided in Section 17.4(b)(i).


 




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(d)          Upon
conversion, the rights of such participating Series B Holder as a holder of the Series B Preferred Units shall cease with respect
to such converted Series B Preferred Units, and such Person shall continue to be a Partner and have the rights of a holder of Common
Units under this Agreement. Each Series B Preferred Unit shall, upon its Change of Control Conversion Date, be deemed to be transferred
to, and cancelled by, the Partnership in exchange for the issuance of the Conversion Common Unit.


 


(e)          The
Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery
of Conversion Common Units. However, the participating Series B Holder shall pay any tax or duty which may be payable relating
to any transfer involving the issuance or delivery of Conversion Common Units in a name other than such Series B Holder’s
name. The Transfer Agent may refuse to reflect the notation of book entry (or the issuance of a Certificate) for Common Units being
issued in a name other than the Series B Holder’s name until the Transfer Agent receives a sum sufficient to pay any tax
or duties which will be due because the Common Units are to be issued in a name other than the Series B Holder’s name. Nothing
herein shall preclude any tax withholding required by law or regulation.


 


(f)          All
Common Units delivered upon any conversion or redemption of the Series B Preferred Units in accordance with this Section 17.4 shall
be (1) newly issued and (2) duly authorized, validly issued, fully paid and non-assessable Limited Partner Interests in the Partnership,
except as such non-assessability may be affected by Section 17-303,17-607 or 17-804 of the Delaware Act, and shall be free from
preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this
Agreement.


 


(g)          The
Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Conversion Common Units and,
if the Common Units are then listed or quoted on a National Securities Exchange or other market, shall list or cause to have quoted
and keep listed and quoted the Conversion Common Units to the extent permitted or required by the rules of such exchange or market.


 


(h)          Notwithstanding
anything herein to the contrary, nothing herein shall give to any Series B Holder any rights as a creditor in respect of its right
to conversion.


 


Section
17.5         Voting Rights.


 


(a)          In
addition to the voting rights provided in Section 17.5(b) through (c), the Series B Preferred Units shall have voting rights that
are identical to the voting rights of the Common Units and shall vote with the Common Units as a single class, so that each Series
B Preferred Unit will be entitled to one vote for each Common Unit into which such Series B Preferred Units are convertible on
each matter with respect to which each Common Unit is entitled to vote.


 




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(b)          Notwithstanding
any other provision of this Agreement, in addition to all other requirements imposed by the Delaware Act, and all other voting
rights granted under this Agreement, the affirmative vote or consent of the majority of the Outstanding Series B Preferred Units,
voting separately as a class with one vote per Series B Preferred Unit, shall be necessary for any of the following actions:


 


(i)          amendments
to this Agreement or the Certificate of Limited Partnership of the Partnership that are materially adverse to powers, preferences
or special rights of the Series B Preferred Units;


 


(ii)         other
than PIK Units, issuances of Senior Securities or Parity Securities to the Series B Preferred Units (other than Parity Securities
to the Series B Preferred Units that are substantially similar to the Series A Preferred Units), including the designation, creation
or issuance of additional Series B Preferred Units after the Series B Original Issue Date;


 


(iii)        entering
into any transaction between the Partnership on the one hand, and the General Partner or any of the General Partner’s Affiliates
on the other hand, if such transaction (A) is not in existence on the Series B Original Issue Date (provided, for the avoidance
of doubt, any amendment to any such transaction shall be subject to the terms of this Section 17.5(b)(iii)) or (B) has not been
approved pursuant to Section 7.9(a)(i) or (ii), but in any event excluding any transactions between the Partnership and any of
its Subsidiaries or between or among two or more of the Partnership’s Subsidiaries;


 


(iv)        
adopting or changing tax elections, tax accounting methods or tax reporting positions, in each case if such adoption or change
would disproportionately and adversely affect the Series B Holders (relative to the other Limited Partners) unless the adoption
or change is required by applicable law; and


 


(v)         making
any distribution, other than in accordance with the existing distribution provisions of Section 6.3 or Section 12.4 as in effect
on the Series B Original Issue Date.


 


(c)          Notwithstanding
any other provision of this Agreement, in addition to all other requirements imposed by the Delaware Act, and all other voting
rights granted under this Agreement, until the Series B Voting Termination Date, the affirmative vote or consent of the majority
of the Outstanding Series B Preferred Units, voting separately as a class with one vote per Series B Preferred Unit, shall be necessary
for the Partnership’s repurchase of Parity Securities or Junior Securities to the Series B Preferred (other than (i) Parity
Securities or Junior Securities transferred to the Partnership to satisfy some or all of the exercise price or tax withholding
obligations on equity-based awards under the Partnership’s employee benefit plans, (ii) repurchases of Parity Securities
when a similar proportion of the Outstanding Series B Preferred Units are also repurchased or subject to a comparable repurchase
offer, and (iii) the conversion of any Parity Securities or Junior Securities in accordance with their terms into Parity Securities
or Junior Securities).


 




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(d)          Any
action that may be taken at a meeting of the Series B Holders may be taken without a meeting if an approval in writing setting
forth the action so taken is signed by Series B Holders owning not less than the minimum percentage of the Outstanding Series B
Preferred Units that would be necessary to authorize or take such action at a meeting at which the requisite minimum percentage
of Series B Preferred Units were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement
of any National Securities Exchange on which the Units or the Series B Preferred Units are listed or admitted to trading, in which
case the rule, regulation, guideline or requirement of such National Securities Exchange shall govern).


 


Section
17.6         Conversion of Series B Preferred Units.


 


(a)          One
or more Series B Holders may elect, each in its own discretion, at any time on or after [●], 20182,
to convert all or any portion of the Series B Preferred Units held by such electing Series B Holder(s) in an aggregate amount equaling
or exceeding the Series B Minimum Conversion Amount into Common Units, with each Series B Preferred Unit so converted being converted
into one Common Unit, subject to Series B Conversion Ratio Adjustments (as so adjusted, the “Series B Conversion Ratio”),
by delivery of: (A) written notice to the Partnership, in the form set forth as Exhibit D hereto, setting forth the number of Series
B Preferred Units it holds and the number of Series B Preferred Units it is electing to convert, and (B) if such Series B Preferred
Units are Certificated, a Series B Preferred Unit Certificate to the Transfer Agent representing an amount of Series B Preferred
Units at least equal to the amount such Series B Holder is electing to convert (or an instruction letter to the Transfer Agent
if the Series B Preferred Units are in book-entry form). Immediately upon any conversion of the Series B Preferred Units, all rights
of the Converting Unitholder in respect thereof shall cease, including any accrual of distributions, and such Converting Unitholder
shall be treated for all purposes as the owner of Common Units.


 


(b)          At
any time on or after [●], 20183, the Partnership
shall have the option at any time to convert all or part of the Series B Preferred Units then Outstanding into Common Units at
the Series B Conversion Ratio; provided that (i) with respect to Common Units delivered upon a conversion in accordance
with this Section 17.6(b), such Common Units shall be registered for public resale under the Securities Act, pursuant to an effective
registration statement that is then-available for the resale of such Common Units; and (ii) the daily VWAP of the Common Units
on the National Securities Exchange on which the Common Units are listed or admitted to trading is greater than one hundred sixty
percent (160%) of the Conversion Price for 20 Trading Days in the 30 Trading Day period immediately preceding the date the Partnership
furnishes notice to the Series B Holders of the conversion.


 








 









		2	Date to be the third anniversary as of the Series B Original Issue Date



 


		3	Date to be the third anniversary as of the Series B Original Issue Date



  




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(c)          The
Partnership shall make a cash payment to any Series B Holder with respect to any Series B Preferred Units converted pursuant to
Sections 17.4(b)(i), 17.6(a) and (b) to account for any accrued but unpaid distributions on such Series B Preferred Units up to,
but excluding, the date of such conversion. Instead of issuing any fractional Common Units, the Partnership shall, after aggregating
all Common Units to be issued to such Series B Holder at that time, round down the number of Common Units issued to each Series
B Holder to the next lower whole Common Unit and, subject to the Delaware Act, pay cash in lieu of any such fractional unit based
on the then-applicable Series B Issue Price.


 


(d)          Notwithstanding
anything in this Section 17.6 to the contrary, with respect to Series B Preferred Units that are converted into Common Units, the
holder thereof shall not be entitled to a Series B Distribution and a Common Unit distribution with respect to the same period,
but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the
applicable Record Date, together with all accrued but unpaid distributions on the converted Series B Preferred Units.


 


(e)          Upon
conversion, the rights of a holder of converted Series B Preferred Units as a Series B Holder shall cease with respect to such
converted Series B Preferred Units, including any rights under this Agreement with respect to Series B Holders, and such Person
shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement. Each Series B Preferred
Unit shall, upon its Conversion Date be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance
of the Common Units(s) into which such Series B Preferred Unit is converted. Notwithstanding the foregoing, as a result of a conversion,
a holder shall not lose or relinquish any claims or rights of action such holder may then or thereafter have as a result of such
holder’s previous ownership of Series B Preferred Units.


 


(f)          The
Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery
of Common Units upon conversion of the Series B Preferred Units. However, the holder shall pay any tax or duty which may be payable
relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer
Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other
than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties due because the Units
are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law
or regulation.


 


(g)          The
Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all Outstanding
Series B Preferred Units into Common Units to the extent provided in, and in accordance with this Section 17.6.


 


(h)          All
Common Units delivered upon conversion of the Series B Preferred Units in accordance with this Section 17.6 shall be (1) newly
issued or (2) duly authorized, validly issued, fully paid and non-assessable Limited Partner Interests in the Partnership, except
as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive
rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement.


 




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(i)          The
Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion
of Series B Preferred Units and, if the Common Units are then listed or quoted on the New York Stock Exchange or any other National
Securities Exchange or other market shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon
conversion of the Series B Preferred Units to the extent permitted or required by the rules of such exchange or market.


 


(j)          If,
after the Series B Original Issue Date, the Partnership (A) makes a distribution on its Common Units in Common Units, (B) subdivides
or splits its outstanding Common Units into a greater number of Common Units, (C) combines or reclassifies its Common Units into
a smaller number of Common Units or (D) issues by reclassification of its Common Units any Partnership Interests (including any
reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person),
then the Series B Conversion Ratio in effect at the time of the Record Date for such distribution or of the effective date of such
subdivision, split, combination, or reclassification shall be proportionately adjusted (such adjustments referred to as, the “Series
B Conversion Ratio Adjustments”) so that the conversion of the Series B Preferred Units after such time shall entitle
the holder to receive the aggregate number of Common Units (or shares of any Partnership Interests into which such shares of Common
Units would have been combined, consolidated, merged or reclassified pursuant to clauses (C) and (D) above) that such holder would
have been entitled to receive if the Series B Preferred Units had been converted into Common Units immediately prior to such Record
Date or effective date, as the case may be, and in the case of a merger, consolidation or business combination in which the Partnership
is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 17.6
relating to the Series B Preferred Units shall not be abridged or amended and that the Series B Preferred Units shall thereafter
retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations
and restrictions thereon, that the Series B Preferred Units had immediately prior to such transaction or event. An adjustment made
pursuant to this Section 17.6(j) shall become effective immediately after the Record Date in the case of a distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any
reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person)
or split. Such adjustment shall be made successively whenever any event described above shall occur. No Series B Conversion Ratio
Adjustments shall be made upon cash distributions by the Partnership on its Common Units.


 


Section
17.7         No Sinking Fund. The Series B Preferred Units shall
not have the benefit of any sinking fund.


 


Section
17.8         Record Holders. To the fullest extent permitted by applicable
law, the Partnership, the Transfer Agent and the Paying Agent may deem and treat any Series B Holder as the true, lawful
and absolute owner of the applicable Series B Preferred Units for all purposes, and, to the fullest extent permitted by law,
neither the Partnership, the Transfer Agent nor the Paying Agent shall be affected by any notice to the contrary.


 




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Section
17.9         Notices. All notices or other communications in respect
of the Series B Preferred Units shall be sufficiently given (i) if given in writing in the English language and either
delivered in person or sent by first class mail, postage prepaid, or (ii) if given in such other manner as may be permitted
in this Article XVII, this Agreement or by applicable law. Any notice or other communication given to a holder of a Series B Preferred
Unit in book-entry form by the nominee of the Depository shall be given in the manner prescribed by the Depositary, notwithstanding
any contrary indication herein.


 


Section
17.10         Other Rights. The Series B Preferred Units shall
not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, other than as set forth in this Article XVII or as required by applicable law. Notwithstanding anything
to the contrary in this Agreement, the Partnership shall have no obligation to redeem any Series B Preferred Units in whole or
in part in cash unless such redemption complies with the Delaware Act and the covenants in the Partnership’s debt instruments,
including any restricted payment covenant in its indentures, until such time as the Partnership is no longer restricted from making
such payment under any such debt instrument. Distributions shall continue to accrue on the Series B Preferred Units at the Series
B Distribution Rate until such payment is made.


 


Article
XVIII


GENERAL PROVISIONS


 


Section
18.1         Addresses and Notices. Except as otherwise provided in
Section 16.9 in relation to the Series A Preferred Units and Section 17.9 in relation to the Series B Preferred Units, any
notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner or Assignee under this
Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States
mail or by other means of written communication to the Partner or Assignee at the address described below. Any notice, payment
or report to be given or made to a Partner or Assignee hereunder shall be deemed conclusively to have been given or made, and
the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied,
upon sending of such notice, payment or report to the Record Holder of such Partnership Securities at his address as shown on
the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person
who may have an interest in such Partnership Securities by reason of any assignment or otherwise. An affidavit or certificate
of making of any notice, payment or report in accordance with the provisions of this Section 18.1 executed by the General
Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice,
payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing
on the books and records of the Transfer Agent or the Partnership is returned by the United States Postal Service marked to indicate
that the United States Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments
and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or
another Person notifies the Transfer Agent or the Partnership of a change in his address) if they are available for the Partner
or Assignee at the principal office of the Partnership for a period of one year from the date of the giving or making of such
notice, payment or report to the other Partners and Assignees. Any notice to the Partnership shall be deemed given if received
by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner
may rely and shall be protected in relying on any notice or other document from a Partner, Assignee or other Person if believed
by it to be genuine.


 




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Section
18.2         Further Action. The parties shall execute and deliver
all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the
purposes of this Agreement.


 


Section
18.3         Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted
assigns.


 


Section
18.4         Integration. This Agreement constitutes the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining
thereto.


 


Section
18.5         Creditors. None of the provisions of this Agreement shall
be for the benefit of, or shall be enforceable by, any creditor of the Partnership.


 


Section
18.6         Waiver. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon
a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.


 


Section
18.7         Counterparts. This Agreement may be executed in counterparts,
all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are
not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing
its signature hereto or, in the case of a Person acquiring a Unit, upon accepting the Certificate evidencing such Unit or executing
and delivering a Transfer Application as herein described, independently of the signature of any other party.


 




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Section
18.8         Applicable Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.


 


Section
18.9         Invalidity of Provisions. If any provision of this Agreement
is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.


 


Section
18.10         Consent of Partners. Each Partner hereby expressly consents
and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of
less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner
shall be bound by the results of such action.


 


Section
18.11         Facsimile Signatures. The use of facsimile signatures
affixed in the name and on behalf of the Transfer Agent of the Partnership on Certificates representing either Common Units, Series
A Preferred Units or Series B Preferred Units is expressly permitted by this Agreement.


 


Section
18.12         Third-Party Beneficiaries. Each Partner agrees that any
Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those
provisions of this Agreement affording a right, benefit or privilege to such Indemnitee.


 


[REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK.]


 




    	114



    	 



    

 


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


 


	 	GENERAL PARTNER:
	 	 
	 	Breitburn GP LLC
	 	 	 
	 	By:	 
	 	 	Halbert S. Washburn
	 	 	Chief Executive Officer
	 	 	 
	 	LIMITED PARTNERS:
	 	 	 
	 	All Limited Partners previously admitted to the Partnership that continue to be Limited Partners on the date hereof:
	 	 	 
	 	By:	Breitburn GP LLC, as attorney-in-fact pursuant to the power of attorney granted under Section 2.6 of the Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP
	 	 	 
	 	By:	 
	 	 	Halbert S. Washburn
	 	 	Chief Executive Officer


 




    	 



    	 



    

 


EXHIBIT A


to the Third Amended and Restated


Agreement of Limited Partnership
of


Breitburn Energy Partners LP


 


Certificate Evidencing Common Units


Representing Limited Partner Interests
in


Breitburn Energy Partners LP


	No.	Common Units


 


In accordance with Section 4.1 of the
Third Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP, as amended, supplemented or restated
from time to time (the “Partnership Agreement”), Breitburn Energy Partners LP, a Delaware limited partnership
(the “Partnership”), hereby certifies that                     
(the “Holder”) is the registered owner of                     
Common Units representing limited partner interests in the Partnership (the “Common Units”) transferable on
the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and
accompanied by a properly executed application for transfer of the Common Units represented by this Certificate. The rights, preferences
and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement
are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office
of the Partnership located at 515 South Flower Street, Suite 4800, Los Angeles, California 90071. Capitalized terms used herein
but not defined shall have the meanings given them in the Partnership Agreement.


 


The Holder, by accepting this Certificate,
is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and
be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right,
power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and is an Eligible Holder,
(iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the
consents and approvals contained in the Partnership Agreement.


 


THE HOLDER OF THIS SECURITY ACKNOWLEDGES
FOR THE BENEFIT OF BREITBURN ENERGY PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER,
(B) TERMINATE THE EXISTENCE OR QUALIFICATION OF BREITBURN ENERGY PARTNERS LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE
BREITBURN ENERGY PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR
FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). BREITBURN GP LLC, THE GENERAL PARTNER OF BREITBURN
ENERGY PARTNERS LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT
SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF BREITBURN ENERGY PARTNERS LP BECOMING TAXABLE AS A CORPORATION OR
OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE
SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE
ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 




    	A-1



    	 



    

  


This Certificate shall not be valid for
any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.


 


	Dated:	 	 	Breitburn Energy Partners LP
	 	 	 	 
	Countersigned and Registered by:	 	By:	
        Breitburn GP LLC,

        its General Partner

	 	 	 	 
	 	 	By:	 
	as Transfer Agent and Registrar	 	Name:	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	Authorized Signature	 	 	Secretary


 




    	A-2



    	 



    

  


[Reverse of Certificate]


 


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:


 





	TEN COM -	as tenants in common	UNIF GIFT MIN ACT	 	 
	TEN ENT -	as tenants by the entireties	 	Custodian	 
	 	 	(Cust)	 	(Minor)
	JT TEN -	as joint tenants with right of	under Uniform Gifts to	 	 
	 	survivorship and not as	Minors Act	 	 
	 	tenants in common	 	(State)	 
	 	 	 	 	 	 







Additional abbreviations, though not in
the above list, may also be used.


 


ASSIGNMENT OF COMMON UNITS


IN


BREITBURN ENERGY PARTNERS LP


 


FOR VALUE RECEIVED,                     
hereby assigns, conveys, sells and transfers unto


 


	
 

	 	
 


	
        (Please print or typewrite name

        and address of Assignee)
	 	
        (Please insert Social Security or other

        identifying number of Assignee)



 


Common Units representing limited partner
interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
                     as its
attorney-in-fact with full power of substitution to transfer the same on the books of Breitburn Energy Partners LP


 


	Date:	 	 	NOTE	The signature to any endorsement hereon must
	 	 	 	 	correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change.


 




    	A-3



    	 



    

  


	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17A(d)-15	 	
 


	 	(Signature)
	 	 
	 	
 


	 	(Signature)
	 	 
	
 

	 	 
	 	 	 


No transfer of the Common Units evidenced
hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred
is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either
(a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without
charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application
in order for such transferee to obtain registration of the transfer of the Common Units.


 




    	A-4



    	 



    

  


APPLICATION FOR TRANSFER OF COMMON
UNITS


 


Transferees of Common Units must execute
and deliver this application to Breitburn Energy Partners LP, c/o Breitburn GP LLC, 515 South Flower Street, Suite 4800, Los Angeles,
California 90071; Attn: Chief Financial Officer, to be admitted as limited partners to Breitburn Energy Partners LP.


 


The undersigned (“Assignee”)
hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby and hereby certifies to Breitburn
Energy Partners LP (the “Partnership”) that the Assignee (including to the best of Assignee’s knowledge,
any person for whom the Assignee will hold the Common Units) is an Eligible Holder.1


 


The Assignee (a) requests admission
as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the Third Amended and Restated
Agreement of Limited Partnership of Breitburn Energy Partners LP, as amended, supplemented or restated to the date hereof (the
“Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority
and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of
the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact
to execute, swear to, acknowledge and file any document, including the Partnership Agreement and any amendment thereto and the
Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s
admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided
for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership
Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement.


 


	Date:	
 

	 	 
	 	 	 
	
 

	 	
 


	
        Social Security or other identifying number

        of Assignee
	 	Signature of Assignee
	 	 	 
	
 

	 	
 


	Purchase Price including commissions, if any	 	Name and Address of Assignee


 


Type of Entity (check one):


 





 






		1	The term Eligible Holder means a person or entity qualified to hold an interest in oil and gas leases on federal lands. As
of the date hereof, Eligible Holder means: (1) a citizen of the United States; (2) a corporation organized under the
laws of the United States or of any state thereof; (3) a public body, including a municipality; or (4) an association
of United States citizens, such as a partnership or limited liability company, organized under the laws of the United States or
of any state thereof, but only if such association does not have any direct or indirect foreign ownership, other than foreign ownership
of stock in a parent corporation organized under the laws of the United States or of any state thereof. For the avoidance of doubt,
onshore mineral leases or any direct or indirect interest therein may be acquired and held by aliens only through stock ownership,
holding or control in a corporation organized under the laws of the United States or of any state thereof.



 




    	A-5



    	 



    

  


	 ̈          Individual	 ̈          Partnership	 ̈          Corporation
	 	 	 
	 ̈          Trust	 ̈          Other (specify)	 


 


Nationality (check one):


 


	 ̈          U.S. Citizen, Resident or Domestic Entity	 
	 	 	 
	 ̈          Foreign Corporation	 ̈          Non-resident Alien	 


 


If the U.S. Citizen, Resident or Domestic
Entity box is checked, the following certification must be completed.


 


Under Section 1445(e) of the Internal
Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers
of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is
required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following
(or, if applicable, certifies the following on behalf of the interestholder).


 


Complete Either A or B:


 


		A.	Individual Interestholder



 


		1.	I am not a non-resident alien for purposes of U.S. income taxation.



 


		2.	My U.S. taxpayer identification number (Social Security Number) is                     .



 


		3.	My home address is                                         .



 


		B.	Partnership, Corporation or Other Interestholder



 


		1.	                             is not a foreign corporation, foreign partnership, foreign trust (Name of Interestholder) or foreign estate (as those terms
are defined in the Code and Treasury Regulations).



 


		2.	The interestholder’s U.S. employer identification number is                     .



 


		3.	The interestholder’s office address and place of incorporation (if applicable) is                     .



 


The interestholder agrees to notify the
Partnership within ten (10) days of the date the interestholder becomes a foreign person.


 


The interestholder understands that this
certificate may be disclosed to the Internal Revenue Service by the Partnership and that any false statement contained herein could
be punishable by fine, imprisonment or both.


 




    	A-6



    	 



    

  


Under penalties of perjury, I declare that
I have examined this certification and to the best of my knowledge and belief it is true, correct and complete and, if applicable,
I further declare that I have authority to sign this document on behalf of:


 


	_________________________________________
	Name of Interestholder
	 
	_________________________________________
	Signature and Date
	 
	_________________________________________
	Title (if applicable)


 


Note: If the Assignee is a broker, dealer,
bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account
of any other person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a registered
representative who is a member of a registered national securities exchange or a member of the National Association of Securities
Dealers, Inc., or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker,
dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification
as to any person for whom the Assignee will hold the Common Units shall be made to the best of the Assignee’s knowledge.


 




    	A-7



    	 



    

 


EXHIBIT B


to the Third Amended and Restated


Agreement of Limited Partnership
of


Breitburn Energy Partners LP


 


Certificate Evidencing


8.25% Series A Cumulative Redeemable
Perpetual Preferred Units


Representing Limited Partner Interests
in


Breitburn Energy Partners LP


 


	No.	Series A Preferred Units


 


In accordance with Section 16.2(b)
of the Third Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP, as amended, supplemented or
restated from time to time (the “Partnership Agreement”), Breitburn Energy Partners LP, a Delaware limited partnership
(the “Partnership”), hereby certifies that                     
(the “Holder”) is the registered owner of                     
8.25% Series A Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series
A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed. The rights, preferences and limitations of the Series A Preferred Units are set forth in,
and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the
terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without
charge on delivery of written request to the Partnership at the principal office of the Partnership located at 515 South Flower
Street, Suite 4800, Los Angeles, CA 90071, or such other address as may be specified by notice under the Partnership Agreement.
Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.


 


The Holder, by accepting this Certificate,
is deemed to have (i) requested admission as, and agreed to become, a Partner and to have agreed to comply with and be bound
by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and is an Eligible Holder, (iii) granted
the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the consents and approvals
contained in the Partnership Agreement.


 


This Certificate shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof.


 




    	B-1



    	 



    

  


THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT
OF BREITBURN ENERGY PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER
WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE
THE EXISTENCE OR QUALIFICATION OF BREITBURN ENERGY PARTNERS LP UNDER THE LAWS OF THE STATE OF DELAWARE, (C) CAUSE BREITBURN
ENERGY PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME
TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED) OR (D) VIOLATE THE TERMS AND CONDITIONS OF THE THIRD AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LP DATED MAY 21, 2014, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME. BREITBURN GP LLC MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF
COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF BREITBURN ENERGY PARTNERS LP BECOMING TAXABLE AS A
CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL
NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES
EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 


This Certificate shall not be valid for
any purpose unless it has been countersigned and registered by the Transfer Agent.


 


	Dated:	 	 


 


Countersigned and Registered by:


 


AMERICAN STOCK TRANSFER &


TRUST COMPANY, LLC


as Transfer Agent


 





	By:	 	 	Breitburn Energy Partners LP
	 	Authorized Signature	 	 
	 	 	 	
        By: Breitburn GP LLC,

        its General Partner

	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	 	 	 	 	By:	 
	 	 	 	 	 	Secretary







 




    	B-2



    	 



    

 


 


Reverse of Certificate


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:


 





	TEN COM —	as tenants in common	UNIF GIFT/TRANFERS MIN ACT	 
	 	 	 	 
	TEN ENT —	as tenants by the entireties	 	Custodian	 
	 	 	(Cust)	 	(Minor)
	 	 	 	 	 
	JT TEN —	as joint tenants with right of	 	 	 
	 	survivorship and not as	under Uniform Gifts/Transfers to CD
	 	tenants in common	Minors Act (State)







  


Additional abbreviations, though not in the above list, may
also be used.


 




    	B-3



    	 



    

  


ASSIGNMENT OF SERIES A PREFERRED UNITS


in


BREITBURN ENERGY PARTNERS LP


 


FOR VALUE RECEIVED,                     
hereby assigns, conveys, sells and transfers unto


 





	 	 	 
	
        (Please print or typewrite name

        and address of Assignee)
	 	
        (Please insert Social Security or other

        identifying number of Assignee)








  


Series A Preferred Units representing limited
partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and
appoint                     
as its attorney-in-fact with full power of substitution to transfer the same on the books of Breitburn Energy Partners LP.


 


	Date:	 	 	NOTE	The signature to any endorsement hereon must
correspond
	 	 	 	 	with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or
    change.


 





	SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S)	 	 
	 	(Signature)
	 	 
	 	 
	 	 	(Signature)
	GUARANTEED:	 	 	 
	 	 	 










No transfer of the Series A Preferred Units evidenced hereby
will be registered on the books of the Partnership, unless the Certificate evidencing the Series A Preferred Units to be transferred
is surrendered for registration of transfer.


 




    	B-4



    	 



    

  


ASSIGNEE CERTIFICATION


 


Type of Entity (check one):


 


	 ̈          Individual	 ̈          Partnership	 ̈          Corporation
	 	 	 
	 ̈          Trust	 ̈          Other (specify)	 


 


Nationality (check one):


 


	 ̈          U.S. Citizen, Resident or Domestic Entity	 
	 	 	 
	 ̈          Foreign Corporation	 ̈          Non-resident Alien	 


 


If the U.S. Citizen, Resident or Domestic
Entity box is checked, the following certification must be completed.


 


Under Section 1445(e) of the Internal
Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers
of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is
required with respect to the undersigned Interestholder’s Interest in it, the undersigned hereby certifies the following
(or, if applicable, certifies the following on behalf of the Interestholder).


 


Complete Either A or B:


 


		A.	Individual Interestholder



 


		1.	I am not a non-resident alien for purposes of U.S. income taxation;



 


		2.	My U.S. taxpayer identification number (social security number) is:                    



 


		3.	My home address is                                         



 


		B.	Partnership, Corporation or Other Interestholder



 


		1.	                            is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code
and Treasury Regulations)



 


		2.	The interestholder’s U.S. employer identification number is                     



 


		3.	The interestholder’s office address and place of incorporation (if applicable) is                     



 


The interestholder agrees to notify the
Partnership within sixty (60) days of the date the Interestholder becomes a foreign person.


 




    	B-5



    	 



    

  


The interestholder understands that this
Certificate may be disclosed to the Internal Revenue Service by the Partnership and that any false statement contained herein could
be punishable by fine, imprisonment or both.


 


Under penalties of perjury, I declare that
I have examined this certification and to the best of my knowledge and belief it is true, correct and complete and, if applicable,
I further declare that I have authority to sign this document on behalf of:


 


	_________________________________________
	Name of Interest holder
	 
	_________________________________________
	Signature and Date
	 
	_________________________________________
	Title (if applicable)


 


Note: If the assignee is a broker, dealer,
bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account
of any other person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a registered
representative who is a member of a registered national securities exchange or a member of the National Association of Securities
Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker,
dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification
as to any person for whom the assignee will hold the Series A Preferred Units shall be made to the best of Assignee’s knowledge.


 




    	B-6



    	 



    

 


EXHIBIT C


to the Third Amended and Restated


Agreement of Limited Partnership
of


Breitburn Energy Partners LP


 


Certificate Evidencing


Series B Perpetual Convertible Preferred
Units


Representing Limited Partner Interests
in


Breitburn Energy Partners LP


 


	No.	Series B Preferred Units


 


In accordance with Section 17.2(b)
of the Third Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP, as amended, supplemented or
restated from time to time (the “Partnership Agreement”), Breitburn Energy Partners LP, a Delaware limited partnership
(the “Partnership”), hereby certifies that                     
(the “Holder”) is the registered owner of                     
Series B Perpetual Convertible Preferred Units representing limited partner interests in the Partnership (the “Series
B Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed. The rights, preferences and limitations of the Series B Preferred Units are set forth in,
and this Certificate and the Series B Preferred Units represented hereby are issued and shall in all respects be subject to the
terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without
charge on delivery of written request to the Partnership at the principal office of the Partnership located at 515 South Flower
Street, Suite 4800, Los Angeles, CA 90071, or such other address as may be specified by notice under the Partnership Agreement.
Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.


 


The Holder, by accepting this Certificate,
is deemed to have (i) requested admission as, and agreed to become, a Partner and to have agreed to comply with and be bound
by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and is an Eligible Holder, (iii) granted
the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the consents and approvals
contained in the Partnership Agreement.


 


This Certificate shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof.


 




    	C-1



    	 



    

 


 


THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT
OF BREITBURN ENERGY PARTNERS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER
WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE
THE EXISTENCE OR QUALIFICATION OF BREITBURN ENERGY PARTNERS LP UNDER THE LAWS OF THE STATE OF DELAWARE, (C) CAUSE BREITBURN
ENERGY PARTNERS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME
TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED) OR (D) VIOLATE THE TERMS AND CONDITIONS OF THE THIRD AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LP DATED [●], 2015, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME. BREITBURN GP LLC MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION
OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF BREITBURN ENERGY PARTNERS LP BECOMING TAXABLE AS
A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL
NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES
EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.


 


This Certificate shall not be valid for
any purpose unless it has been countersigned and registered by the Transfer Agent.


 


	Dated:	 	 


 


Countersigned and Registered by:


 


AMERICAN STOCK TRANSFER &


TRUST COMPANY, LLC


as Transfer Agent


 





	By:	 	 	Breitburn Energy Partners LP
	 	Authorized Signature	 	 
	 	 	 	
        By: Breitburn GP LLC,

        its General Partner

	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	 	 	 	 	By:	 
	 	 	 	 	 	Secretary







  




    	C-2



    	 



    

  


Reverse of Certificate


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:


 





	TEN COM —	as tenants in common	UNIF GIFT/TRANFERS MIN ACT	 
	 	 	 	 
	TEN ENT —	as tenants by the entireties	 	Custodian	 
	 	 	(Cust)	 	(Minor)
	 	 	 	 	 
	JT TEN —	as joint tenants with right of	 	 	 
	 	survivorship and not as	under Uniform Gifts/Transfers to CD
	 	tenants in common	Minors Act (State)







  


Additional abbreviations, though not in the above list, may
also be used.


 




    	C-3



    	 



    

  


ASSIGNMENT OF SERIES B PREFERRED UNITS


in


BREITBURN ENERGY PARTNERS LP


 


FOR VALUE RECEIVED,                     
hereby assigns, conveys, sells and transfers unto


 





	 	 	 
	
        (Please print or typewrite name

        and address of Assignee)
	 	
        (Please insert Social Security or other

        identifying number of Assignee)








 


Series B Preferred Units representing limited
partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and
appoint                     
as its attorney-in-fact with full power of substitution to transfer the same on the books of Breitburn Energy Partners LP.


 


	Date:	 	 	NOTE	The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in 
	 	 	 	 	every particular, without alteration, enlargement or change.


 





	SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S)	 	 
	 	(Signature)
	 	 
	 	 
	 	 	(Signature)
	GUARANTEED:	 	 	 
	 	 	 










No transfer of the Series B Preferred Units evidenced hereby
will be registered on the books of the Partnership, unless the Certificate evidencing the Series B Preferred Units to be transferred
is surrendered for registration of transfer.


 




    	C-4



    	 



    

  


ASSIGNEE CERTIFICATION


 


Type of Entity (check one):


 


	 ̈          Individual	 ̈          Partnership	 ̈          Corporation
	 	 	 
	 ̈          Trust	 ̈          Other (specify)	 


 


Nationality (check one):


 


	 ̈          U.S. Citizen, Resident or Domestic Entity	 
	 	 	 
	 ̈          Foreign Corporation	 ̈          Non-resident Alien	 


 


If the U.S. Citizen, Resident or Domestic
Entity box is checked, the following certification must be completed.


 


Under Section 1445(e) of the Internal
Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers
of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is
required with respect to the undersigned Interestholder’s Interest in it, the undersigned hereby certifies the following
(or, if applicable, certifies the following on behalf of the Interestholder).


 


Complete Either A or B:


 


		A.	Individual Interestholder



 


		1.	I am not a non-resident alien for purposes of U.S. income taxation;



 


		2.	My U.S. taxpayer identification number (social security number) is:                    



 


		3.	My home address is                                         



 


		B.	Partnership, Corporation or Other Interestholder



 


		1.	                          is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code
and Treasury Regulations)



 


		2.	The interestholder’s U.S. employer identification number is                     



 


		3.	The interestholder’s office address and place of incorporation (if applicable) is                     



 


The interestholder agrees to notify the
Partnership within sixty (60) days of the date the Interestholder becomes a foreign person.


 




    	C-5



    	 



    

  


The interestholder understands that this
Certificate may be disclosed to the Internal Revenue Service by the Partnership and that any false statement contained herein could
be punishable by fine, imprisonment or both.


 


Under penalties of perjury, I declare that
I have examined this certification and to the best of my knowledge and belief it is true, correct and complete and, if applicable,
I further declare that I have authority to sign this document on behalf of:


 


	_________________________________________
	Name of Interest holder
	 
	_________________________________________
	Signature and Date
	 
	_________________________________________
	Title (if applicable)


 


Note: If the assignee is a broker, dealer,
bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account
of any other person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a registered
representative who is a member of a registered national securities exchange or a member of the National Association of Securities
Dealers, Inc. or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker,
dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification
as to any person for whom the assignee will hold the Series B Preferred Units shall be made to the best of Assignee’s knowledge.


 




    	C-6



    	 



    

 


EXHIBIT D


to the Third Amended and Restated


Agreement of Limited Partnership
of


Breitburn Energy Partners LP


 


Form
of Notice of Conversion


 


Series
B Preferred Unit Conversion Notice


(To
be Executed by the [Series B Holder][Partnership] in Order to Convert Series B Preferred Units)


 


The undersigned
hereby elects to convert the number of Series B Perpetual Convertible Preferred Units (“Series B Preferred Units”)
of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), indicated below into common
units (“Common Units”) of the Partnership, according to the conditions hereof, as of the date written below.
If Common Units are to be issued in the name of a person other than the holder of such Series B Preferred Units, such holder will
pay all transfer taxes payable with respect thereto and will deliver such certificates and opinions as may be required by the Partnership
or its transfer agent. No fee will be charged to the holders for any conversion, except for any such transfer taxes.


 


Conversion calculations:





	 	 	 
	Date to Effect Conversion: 	 	 





	 	 	 
	Number of Series B Preferred Units to be Converted: 	 	 





	 	 	 
	Total Amount of Accrued, Accumulated and Unpaid Distributions on the Series B Preferred  Units: 	 	 





	 	 	 
	Applicable Series B Conversion Ratio: 	 	 





	 	 	 
	Number of Common Units to be Issued: 	 	 





	 	 	 
	Name in which Certificate for Common Units to be Issued: 	 	 





	 	 	 
	Address for Delivery: 	 	 





	 	 	 
	[SERIES B HOLDER] [Breitburn GP LLC]
	 	 
	By:	 	 
	 	 	Authorized Officer:
	 	 	Title:


 




    	D-1



    	 



    

   





EXHIBIT E


 


FORM OF STANDSTILL AGREEMENT


 




    	Exhibit E-1



    	 



    

  



Exhibit E


 


FORM OF STANDSTILL AGREEMENT


 


THIS STANDSTILL AGREEMENT,
dated as of March [●], 2015 (this “Agreement”), is entered into by and among Breitburn GP LLC, a Delaware
limited liability company (the “General Partner”), Breitburn Energy Partners LP, a Delaware limited partnership
(the “Partnership” and, together with the General Partner, the “Breitburn Entities”) and
ACMO BBEP Corp., a Delaware corporation (the “Purchaser”). The Breitburn Entities and the Purchaser are herein
referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned
to such term in the Partnership Agreement (as defined below).


 


Recitals



 


WHEREAS, pursuant to, and
subject to the terms and conditions of, the Series B Preferred Unit Purchase Agreement, dated as of March 27, 2015 (the “Purchase
Agreement”), by and among the Partnership and the purchasers party thereto, including the Purchaser, the Partnership
has agreed to issue and sell Series B Preferred Units to the Purchaser;


 


WHEREAS, to induce the
Parties to enter into the transactions evidenced by the Purchase Agreement, each of the Parties is required to deliver this Agreement,
duly executed by each of the Parties, contemporaneously with the closing of the transactions contemplated by the Purchase Agreement
(the “Closing”);


 


WHEREAS, concurrently with
or prior to the Closing, the General Partner executed and delivered the Third Amended and Restated Agreement of Limited Partnership
of the Partnership (the “Partnership Agreement”);


 


WHEREAS, the Purchaser’s
investment in the Partnership pursuant to the Purchase Agreement is expected to benefit the Partnership;


 


WHEREAS, the Purchaser
will receive valuable consideration as a result of the investment in the Partnership pursuant to the Purchase Agreement; and


 


WHEREAS, the Purchaser
believes it to be in its best interest to provide the Breitburn Entities with certain standstill rights, pursuant to the terms
of this Agreement.


 


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 is hereby acknowledged by each of the Parties hereto, the Parties hereby agree as follows:


 


Agreement



 


Section 1.          Standstill.


 


(a)          During
the period commencing on the Closing and ending on the Standstill Termination Date, the Purchaser shall not, and shall cause its
Affiliates not to, directly or indirectly:


 




    	 



    	 



    

 


(i)          engage
in any hostile or takeover activities with respect to the Partnership or the General Partner (including by means of a tender offer
or soliciting proxies or written consents, other than as recommended by the board of directors of the General Partner (the “Board”));
or


 


(ii)         call
a special meeting of the Unitholders.


 


(b)          Specifically,
during the period commencing on the Closing and ending on the Standstill Termination Date, without the prior written consent of
the Board, the Purchaser shall not, and shall cause its Affiliates not to, directly or indirectly:


 


(i)          acquire
or propose to acquire beneficial ownership of additional Common Units, Series B Preferred Units or other Partnership Securities
that in the aggregate, together with their beneficial ownership of any other Units, is equal to beneficial ownership of twenty
percent (20%) or more of the voting power of the outstanding Common Units (taking into account the voting rights of the Series
B Preferred Units on an as-converted basis), except by the receipt of PIK Units (or Common Units in lieu thereof) as distributions
on Series B Preferred Units pursuant to the Partnership Agreement;


 


(ii)         acquire
or propose to acquire securities of any Affiliates of the Partnership or, subject to Section 1(c)(iv), any properties of the Partnership
or any of its Affiliates;


 


(iii)        propose
to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture,
acquisition or similar transaction involving the Partnership or any of its Affiliates or their properties, except as permitted
hereby;


 


(iv)        make
or in any way participate in any “solicitation” of “proxies” (as such terms are used in Rule 14a-1 of Regulation
14A under the Securities Exchange Act) or written consents to vote, seek to influence, or advise others with respect to the voting
of any voting securities of the Partnership or any of its Affiliates;


 


(v)         form,
join or participate in a “group” (within the meaning of Section 13(d) of the Securities Exchange Act) (other than a
group of other Affiliates of the Purchaser) with respect to any voting securities of the Partnership or any of its Affiliates;


 


(vi)        act
to seek to control or influence the management, Board or policies of the Partnership, except as permitted by Section 1(c)
of this Agreement;


 


(vii)       propose
to remove Breitburn GP LLC as the general partner of the Partnership or vote to remove Breitburn GP LLC as the general partner
of the Partnership;


 


(viii)      publicly
disclose any intent, plan or arrangement inconsistent with this Agreement; or


 




    	2



    	 



    

 


(ix)         advise,
assist or encourage others in connection with the above.


 


(c)          Notwithstanding
the foregoing provisions of this Section 1, the foregoing provisions shall not, and are not intended to:


 


(i)          prohibit
the Purchaser from privately communicating with, including making any offer or proposal to, the Board;


 


(ii)         restrict
in any manner how the Purchaser votes its Common Units or Series B Preferred Units;


 


(iii)        restrict
the Purchaser from selling or transferring any of its Partnership Securities; provided that if such transferee is an Affiliate
or successor of the Purchaser, such transferee agrees to be bound by the provisions contained in this Agreement; or


 


(iv)        prohibit
portfolio companies that are Affiliates of the Purchaser from purchasing products or services or operating assets sold by the Partnership
or its Affiliates in the ordinary course of business, provided that the aggregate purchase price of such products, services
and operating assets in any transaction or series of related transactions is equal to or less than $25 million.


 


(d)          “Standstill
Termination Date” means the earlier of (1) the second anniversary of this Agreement and (2) the Standstill Termination
Date under that certain Board Representation and Standstill Agreement, dated as of March [●], 2015, by and among the General
Partner, Partnership and EIG Redwood Equity Aggregator, LP.


 


Section 2.          Miscellaneous.


 


(a)          Entire
Agreement. This Agreement (including the documents and instruments referred to herein) is 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 with respect to the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other
than those set forth or referred to herein with respect to the rights granted by Breitburn Entities or any of their Affiliates
or the Purchaser or any of its Affiliates set forth herein. This Agreement supersedes all prior agreements and understandings between
the Parties with respect to the subject matter hereof.


 


(b)          Notices.
All notices and demands provided for in this Agreement shall be in writing and shall be given if delivered personally or sent by
overnight courier (providing proof of delivery) to the Parties at the following addresses (or at such other address for a Party
as shall be specified by like notice):


 


If to the Breitburn
Parties:


 


Breitburn Energy Partners
LP


515 South Flower Street,
Suite 4800


Los Angeles, California
90071


 




    	3



    	 



    

 


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


 


Email: gbrown@breitburn.com


 


and


 


Breitburn GP LLC


515 South Flower Street,
Suite 4800


Los Angeles, California
90071


Attention: Gregory C.
Brown, Executive Vice-President, General Counsel and Chief Administrative Officer


 


Email: gbrown@breitburn.com


 


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


 


Vinson & Elkins LLP


666 Fifth Avenue, 26th Floor


New York, NY 10103


Attention: Shelley A.
Barber


 


Email: sbarber@velaw.com


 


If to the Purchaser:


 


ACMO BBEP Corp


c/o Anchorage Capital Group, L.L.C.


610 Broadway, 6th Floor


New York, NY 10012


Attn: Legal


Facsimile: 212-426-4601


Email: legal@anchoragecap.com<mailto:legal@anchoragecap.com


 


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


 


Skadden, Arps, Slate, Meagher & Flom LLP


4 Times Square


New York, NY 10036


Attention: Ken Ziman


Facsimile: (917) 777-3310


Email: ken.ziman@skadden.com


 


Skadden, Arps, Slate, Meagher & Flom LLP


300 South Grand Avenue, Suite 3400


Los Angeles, CA 90071


Attention: Michelle Gasaway


Facsimile: (213) 621-5122 


Email: michelle.gasaway@skadden.com


  




    	4



    	 



    

  


(c)          Interpretation.
Section references in this Agreement are references to the corresponding Section 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” and shall not be construed to limit any general statement
that it follows to the specific or similar items or matters immediately following it. Whenever any determination, consent or approval
is to be made or given by a Party, such action shall be in such Party’s sole discretion, unless otherwise specified in this
Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (i) such provision
shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable
provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect and
(ii) the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties
as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which
any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period
shall be excluded, and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding
Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,”
“hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to
a subdivision in which such words appear unless the context otherwise requires. The division of this Agreement into Sections and
other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing
or interpreting this Agreement.


 


(d)          Governing
Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may
be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including
any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with
this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles
of conflicts of laws. Any action against any Party relating to the foregoing shall be brought in any federal or state court of
competent jurisdiction located within the State of Delaware, and the Parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of any federal or state court located within the State of Delaware over any such action. Each of the Parties agrees
(i) that this Agreement involves at least $100,000.00, and (ii) that this Agreement has been entered into by the Parties in express
reliance upon 6 Del. C. § 2708. Each of the Parties hereby irrevocably and unconditionally agrees (1) that it is and shall
continue to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State
of Delaware, and (2)(A) to the extent that such Party is not otherwise subject to service of process in the State of Delaware,
to appoint and maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal processes and notify
the other Parties of the name and address of such agent, and (B) to the fullest extent permitted by law, that service of process
may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting
evidence of valid service, and that, to the fullest extent permitted by applicable law, service made pursuant to (2)(A) or (B)
above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Each of
the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance
of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law.


 




    	5



    	 



    

 


(e)          Waiver
of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT
OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR
ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


 


(f)          No
Waiver; Modifications in Writing.


 


(i)          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 other 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.


 


(ii)         Specific
Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of
this Agreement shall be effective unless signed by each of the Parties hereto. Any amendment, supplement or modification of or
to any provision of this Agreement, any waiver of any provision of this Agreement and any consent to any departure by a Party from
the terms of any provision of this Agreement 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 a Party in any case
shall entitle such Party to any other or further notice or demand in similar or other circumstances. Any investigation by or on
behalf of any Party shall not be deemed to constitute a waiver by the Party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein.


 




    	6



    	 



    

 


(g)          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 one and the same agreement.


 


(h)          Binding
Effect; Assignment; Termination. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns, but will not be assignable or delegable by any Party hereto without the prior written
consent of each of the other Parties; provided that this Agreement shall not be binding on any subsequent transferees of Partnership
Securities from the Purchaser, other than Affiliates of the Purchaser to the extent required by Section 1(c)(iii). This Agreement
shall terminate on the Standstill Termination Date, except that the provisions of this Section 2 shall survive any termination
of this Agreement and except that no party to this Agreement shall be relieved or released from liability for damages arising out
of a breach of this Agreement before such termination.


 


(i)          Independent
Counsel. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all
negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice
of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the documents
referred to herein, and any and all drafts relating thereto will be deemed the work product of the Parties and may not be construed
against any Party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation
of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived.


 


(j)          Specific
Enforcement. Each of the Parties acknowledges and agrees that monetary damages would not adequately compensate an injured Party
for the breach of this Agreement by any Party, that this Agreement shall be specifically enforceable and that any breach or threatened
breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order without a requirement
of posting bond. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach
or threatened breach.


 


(k)          Further
Assurances. Each of the Parties hereto shall, from time to time and without further consideration, execute such further instruments
and take such other actions as any other Party hereto shall reasonably request in order to fulfill its obligations under this Agreement
to effectuate the purposes of this Agreement.


 


[Signature Pages Follow]


 




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


 


	 	GENERAL PARTNER
	 	 
	 	BREITBURN GP LLC
	 	 
	 	By:	 
	 	Name:	Halbert S. Washburn
	 	Title:	Chief Executive Officer


 


	 	PARTNERSHIP
	 	 
	 	BREITBURN ENERGY PARTNERS LP
	 	 
	 	 
	 	By:  Breitburn GP LLC, its general partner
	 	 
	 	By:	 
	 	Name:	Halbert S. Washburn
	 	Title:	Chief Executive Officer


 


PURCHASER:


 


	 	ACMO BBEP Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature
Page to Standstill Agreement