Exhibit 10.3


 


Execution Copy


 




 





 


UNIT PURCHASE AGREEMENT


 


 


BY AND AMONG


 


 


BREITBURN ENERGY PARTNERS L.P.


 


 


AND


 


 


THE PURCHASERS NAMED HEREIN


 




 





















TABLE OF CONTENTS


ARTICLE I



DEFINITIONS


	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Accounting Procedures and Interpretation

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  
	
  SALE
  AND PURCHASE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Sale and Purchase

  	
  5

  
	
  Section 2.2

  	
  Closing

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES OF BREITBURN

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Existence

  	
  6

  
	
  Section 3.2

  	
  Capitalization and Valid Issuance of Purchased Units

  	
  7

  
	
  Section 3.3

  	
  Ownership of the Limited Partner Interest in BEP

  	
  8

  
	
  Section 3.4

  	
  BreitBurn SEC Documents

  	
  8

  
	
  Section 3.5

  	
  No Material Adverse Change

  	
  9

  
	
  Section 3.6

  	
  Litigation

  	
  9

  
	
  Section 3.7

  	
  No Breach

  	
  9

  
	
  Section 3.8

  	
  Authority

  	
  10

  
	
  Section 3.9

  	
  Compliance with Laws

  	
  10

  
	
  Section 3.10

  	
  Approvals

  	
  10

  
	
  Section 3.11

  	
  MLP Status

  	
  11

  
	
  Section 3.12

  	
  Investment Company Status

  	
  11

  
	
  Section 3.13

  	
  Offering

  	
  11

  
	
  Section 3.14

  	
  Certain Fees

  	
  11

  
	
  Section 3.15

  	
  No Side Agreements

  	
  11

  
	
  Section 3.16

  	
  Internal Accounting Controls

  	
  11

  
	
  Section 3.17

  	
  Material Agreements

  	
  11

  
	
  Section 3.18

  	
  Preemptive Rights or Registration Rights

  	
  12

  
	
  Section 3.19

  	
  Insurance

  	
  12

  
	
  Section 3.20

  	
  Acknowledgment
  Regarding Purchase of Purchased Common Units

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES OF EACH PURCHASER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Valid Existence

  	
  13

  
	
  Section 4.2

  	
  Authorization, Enforceability

  	
  13

  
	
  Section 4.3

  	
  No Breach

  	
  13

  



 













 


	
  Section 4.4

  	
  Investment

  	
  13

  
	
  Section 4.5

  	
  Nature of Purchaser

  	
  14

  
	
  Section 4.6

  	
  Receipt of Information; Authorization

  	
  14

  
	
  Section 4.7

  	
  Restricted Securities

  	
  14

  
	
  Section 4.8

  	
  Certain Fees

  	
  14

  
	
  Section 4.9

  	
  Legend

  	
  14

  
	
  Section 4.10

  	
  No Side Agreements

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Certain Special Allocations of Book and Taxable
  Income

  	
  15

  
	
  Section 5.2

  	
  Subsequent Public Offerings

  	
  15

  
	
  Section 5.3

  	
  Purchaser Lock-Up

  	
  16

  
	
  Section 5.4

  	
  Non-Disclosure; Interim Public Filings

  	
  16

  
	
  Section 5.5

  	
  Taking of Necessary Action

  	
  17

  
	
  Section 5.6

  	
  Use of Proceeds

  	
  17

  
	
  Section 5.7

  	
  Tax Information

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
   

  	
   

  
	
  DELIVERIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  BreitBurn Deliveries

  	
  17

  
	
  Section 6.2

  	
  Purchaser Deliveries

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
   

  	
   

  
	
  INDEMNIFICATION,
  COSTS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Indemnification by BreitBurn

  	
  18

  
	
  Section 7.2

  	
  Indemnification by Purchasers

  	
  18

  
	
  Section 7.3

  	
  Indemnification Procedure

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Interpretation of Provisions

  	
  20

  
	
  Section 8.2

  	
  Survival of Provisions

  	
  20

  
	
  Section 8.3

  	
  No Waiver; Modifications in Writing

  	
  20

  
	
  Section 8.4

  	
  Binding Effect; Assignment

  	
  21

  
	
  Section 8.5

  	
  Confidentiality and Non-Disclosure

  	
  21

  
	
  Section 8.6

  	
  Communications

  	
  21

  
	
  Section 8.7

  	
  Removal of Legend

  	
  24

  
	
  Section 8.8

  	
  Entire Agreement

  	
  24

  
	
  Section 8.9

  	
  Governing Law

  	
  24

  
	
  Section 8.10

  	
  Execution in Counterparts

  	
  24

  



 



 ii
 









 


	
  Section 8.11

  	
  Obligations Limited to Parties to Agreement

  	
  24

  
	
  Section 8.12

  	
  Expenses

  	
  25

  



 



 iii















UNIT PURCHASE AGREEMENT


UNIT PURCHASE AGREEMENT, dated as of May 25, 2007
(this “Agreement”), by and among BREITBURN
ENERGY PARTNERS L.P., a Delaware limited partnership (“BreitBurn”),
and each of KAYNE ANDERSON MLP INVESTMENT COMPANY, KAYNE ANDERSON CAPITAL
INCOME PARTNERS (QP), LP, KAYNE ANDERSON MLP FUND, LP, KAYNE ANDERSON REAL
ASSETS FUND, L.P., KAYNE ANDERSON INCOME PARTNERS, L.P., KAYNE ANDERSON
NON-TRADITIONAL INVESTMENTS, LP, ARBCO II, L.P., KAYNE ANDERSON ENERGY
INFRASTRUCTURE FUND, LP, ROYAL BANK OF CANADA, LEHMAN BROTHERS MLP OPPORTUNITY
FUND L.P., LEHMAN BROTHERS INC., ZLP FUND, L.P., STRUCTURED FINANCE AMERICAS,
LLC and CREDIT SUISSE MANAGEMENT LLC (a “Purchaser”
and, collectively, the “Purchasers”).


WHEREAS, BreitBurn desires to finance the BEP Acquisition
(as defined in Section 1.1) through the sale of an aggregate of $92,000,064
of Common Units and the Purchasers desire to purchase an aggregate of $92,000,064
of Common Units from BreitBurn, each in accordance with the provisions of this
Agreement;


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


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


ARTICLE I


DEFINITIONS


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


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


“Affiliate”
means, with respect to a specified Person, any other Person, whether now in
existence or hereafter created, directly or indirectly controlling, controlled
by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control”
(including, with correlative meanings, “controlling”, “controlled by”
and “under common control with”) means the power to direct or cause the
direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.


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


“Basic Documents”
means, collectively, this Agreement, the BEP Purchase Agreement, the Registration
Rights Agreement and any and all other agreements or instruments executed and













delivered by the Parties to evidence the execution,
delivery and performance of this Agreement, and any amendments, supplements,
continuations or modifications thereto.


“BEP” means
BreitBurn Energy Partners I, L.P., a Texas limited partnership.


“BEP Acquisition”
means the acquisition of TIFD’s limited partner interest in BEP as described in
the BEP Purchase Agreement.


“BEP Assets”
means the limited partner interests purchased pursuant to the BEP Purchase
Agreement.


“BEP Purchase Agreement”
means that certain Purchase and Sale Agreement dated as of May 25, 2007,
between TIFD and BreitBurn Operating L.P., a Delaware limited partnership,
acting through its general partner, BreitBurn Operating GP, LLC, a Delaware
limited liability company.


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


“BreitBurn Credit Facility” means the Credit
Agreement, dated October 10, 2006, by and among BreitBurn Operating L.P., as
Borrower, and BreitBurn Energy Partners L.P., Alamitos Company LLC, Alamitos
Company, Phoenix Production Company and Preventive Maintenance Services, LLC and
BreitBurn Operating GP, LLC, as Guarantors, Wells Fargo Bank, National Association,
as Lead Arranger, Administrative Agent and Issuing Lender, and the other
Lenders party thereto.


“BreitBurn Financial
Statements” shall have the meaning specified in Section 3.4.


“BreitBurn Material Adverse
Effect” means any material and adverse effect on (i) the assets,
liabilities, financial condition, business, operations, prospects or affairs of
BreitBurn and its Subsidiaries and the BEP Assets, taken as a whole, other than
those occurring as a result of general economic or financial conditions or
other developments that are not unique to and do not have a material
disproportionate impact on BreitBurn and its Subsidiaries but also affect other
Persons who participate in or are engaged in the lines of business of which
BreitBurn and its Subsidiaries participate or are engaged, (ii) the ability of
BreitBurn Parties, taken as a whole, to carry on their business as their
business is conducted as of the date hereof or to meet their obligations under
the Basic Documents on a timely basis or (iii) the ability of BreitBurn to
consummate the transactions under any Basic Document.


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


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


“BreitBurn SEC Documents”
shall have the meaning specified in Section 3.4.


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



 2
 









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


“Calumet Registration Rights Agreement” means
that certain registration rights agreement by and among BreitBurn Energy
Partners L.P. and the parties named therein, dated May 24, 2007


“Calumet Transaction Documents” means the
Calumet Unit Purchase Agreement and the Calumet Registration Rights Agreement.


“Calumet Unit Purchase Agreement” means that
certain Unit Purchase Agreement by and among BreitBurn Energy Partners L.P. and
the Purchasers named therein, dated May 16, 2007.


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


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


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


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


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


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


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


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


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


“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.


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


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


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



 3
 









mean a Governmental Authority having jurisdiction
over, where applicable, BreitBurn, its Subsidiaries or any of their Property or
any of the Purchasers.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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



 4
 









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


“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.


“TIFD” means
TIFD III-X LLC, a Delaware limited liability company.


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


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


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


ARTICLE
II


SALE AND
PURCHASE


Section 2.1             Sale and Purchase. 
Subject to the terms and conditions hereof, BreitBurn hereby
agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees,
severally and not jointly, to purchase from BreitBurn, the dollar amount of Purchased
Units, set forth opposite its name on Schedule 2.1 hereto.  Each Purchaser agrees to pay BreitBurn the Common
Unit Price for each Purchased Unit, in each case as set forth in Section 2.1(b).
 The respective obligations of each
Purchaser under this Agreement are several and not joint with the obligations
of any other Purchaser, and no Purchaser shall be responsible in any way for
the performance of the obligations of any other Purchaser under this Agreement.
 The failure or waiver of performance
under this Agreement by any Purchaser, or on its behalf, does not excuse
performance by any other Purchaser.  Nothing contained herein or in any other Basic
Document, and no action taken by any Purchaser pursuant thereto, shall be
deemed to constitute the



 5
 









Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
any Basic Document.  Except as otherwise
provided in this Agreement or in the Registration Rights Agreement, each
Purchaser shall be entitled to independently protect and enforce its rights,
including the rights arising out of this Agreement or out of the Registration
Rights Agreement, and it shall not be necessary for any other Purchaser to be
joined as an additional party in any proceeding for such purpose.


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


(b)           Consideration.
 The amount per Common Unit each
Purchaser will pay to BreitBurn to purchase the Purchased Units (the “Common
Unit Price”) shall be $31.00.


Section 2.2             Closing.   Subject to the terms and conditions hereof,
the consummation of the purchase and sale of the Purchased Units hereunder (the
“Closing”) shall take place on the date of execution of this Agreement (the
“Closing Date”) at the offices of Vinson & Elkins L.L.P., 666 Fifth
Avenue, 26th Floor, New York, New York  10103.


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF BREITBURN


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


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



 6
 









do business in
each jurisdiction in which the ownership or leasing of its respective
Properties or the character of its respective operations makes such
qualification necessary, except where the failure to obtain such qualification,
license, authorization or good standing would not reasonably be expected to
have a BreitBurn Material Adverse Effect.


Section 3.2             Capitalization and Valid Issuance of Purchased Units.


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


(b)           As
of the date of this Agreement, the issued and outstanding limited partner interests
of BreitBurn consist of 26,038,258 Common Units.  The only issued and outstanding general
partner interests of BreitBurn are the interests of the General Partner
described in the Partnership Agreement.  All
outstanding Common Units and the limited partner interests represented thereby have
been duly authorized and validly issued in accordance with applicable Law and the
Partnership Agreement and are fully paid (to the extent required by applicable
Law and the Partnership Agreement) and nonassessable (except as such
nonassessability may be affected by matters described in Sections 17-303,
17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware
LP Act”).  All general partner
interests of BreitBurn have been duly authorized and validly issued in
accordance with the Partnership Agreement.


(c)           Other
than the BreitBurn 2006 Long-Term Incentive Plan, the Washburn Amended and
Restated Employment Agreement or the Breitenbach Amended and Restated
Employment Agreement, BreitBurn has no equity compensation plans that
contemplate the issuance of partnership interests of BreitBurn (or securities
convertible into or exchangeable for partnership interests of BreitBurn).  No indebtedness having the right to vote (or
convertible into or exchangeable for securities having the right to vote) on
any matters on which the Unitholders may vote are issued or outstanding.  Except as set forth in the first sentence of
this Section 3.2(c), as contemplated by this Agreement, as are contained in the
Partnership Agreement, there are no outstanding or authorized (i) options,
warrants, preemptive rights, subscriptions, calls or other rights, convertible or
exchangeable securities, agreements, claims or commitments of any character
obligating BreitBurn or any of its Subsidiaries to issue, transfer or sell any partnership
interests or other equity interests in BreitBurn or any of its Subsidiaries or
securities convertible into or exchangeable for such partnership interests,
(ii) obligations of BreitBurn or any of its Subsidiaries to repurchase, redeem
or otherwise acquire any partnership interests or equity interests in BreitBurn
or any of its Subsidiaries or any such securities or agreements listed in
clause (i) of this sentence or (iii) voting trusts or similar agreements to
which BreitBurn or any of its Subsidiaries is a party with respect to the
voting of the equity interests of BreitBurn or any of its Subsidiaries.


(d)           (i)
All of the issued and outstanding equity interests of each of BreitBurn’s
Subsidiaries are owned, directly or indirectly, by BreitBurn free and clear of
any Liens (except for such restrictions as may exist under applicable Law and
except for such Liens as may be imposed under the BreitBurn Credit Facility)
and all such ownership interests have been duly authorized, validly issued and
are fully paid (to the extent required by applicable Law or in the organizational
documents of BreitBurn’s Subsidiaries, as applicable) and nonassessable (except



 7
 









as nonassessability may be affected by matters described in Sections
17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804
of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)) and,
free of preemptive rights with no personal liability attaching to the ownership
thereof; and (ii) except as disclosed in the BreitBurn SEC Documents, neither BreitBurn
nor any of its Subsidiaries owns any shares of capital stock or other
securities of, or interest in, any other Person, or is obligated to make any
capital contribution to or other investment in any other Person.


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


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


Section 3.3             Ownership of the Limited Partner Interest in BEP.  After the consummation of the BEP Acquisition
pursuant to the BEP Purchase Agreement, BreitBurn will be the sole limited
partner of BEP and will own a 99% limited partner interest in BEP, subject to
the terms of the BEP limited partnership agreement; such limited partner
interest has been duly authorized and validly issued in accordance with the
partnership agreement of BEP and will be fully paid (to the extent required
under the partnership agreement of BEP) and nonassessable (except as such
nonassessability may be affected by Section 17-607 of the Delaware LP Act); and
BreitBurn will own such limited partner interest free and clear of all liens,
encumbrances, security interests, equities, charges and other claims.


Section 3.4             BreitBurn SEC Documents.  BreitBurn has filed timely with the Commission
all forms, registration statements, reports, schedules and statements required
to be filed by it under the Exchange Act or the Securities Act (all such
documents filed on or prior to the date of this Agreement, collectively, the “BreitBurn
SEC Documents”).  The BreitBurn SEC
Documents, including, without limitation, any audited or unaudited financial
statements and any notes thereto or schedules included therein (the “BreitBurn
Financial Statements”), at the time filed (in the case of registration
statements, solely on the dates of effectiveness) (except to the extent
corrected by a subsequently filed BreitBurn SEC Document filed prior to the
date hereof) (i) did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein (in the case of any prospectus, in light
of the circumstances under which they were made) not misleading, (ii) complied as
to form in all material respects with the applicable requirements of the
Exchange



 8
 









Act and the
Securities Act, as applicable, (iii) in the case of the BreitBurn Financial
Statements, complied as to form in all material respects with applicable
accounting requirements and with the published rules and regulations of the
Commission with respect thereto, (iv) in the case of the BreitBurn Financial
Statements, were prepared in accordance with GAAP applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto
or, in the case of unaudited statements, as permitted by Form 10-Q of the
Commission) and (v) in the case of the BreitBurn Financial Statements, fairly
present (subject in the case of unaudited statements to normal, recurring and
year-end audit adjustments) in all material respects the consolidated financial
position of BreitBurn and its Subsidiaries as of the dates thereof and the
consolidated results of its operations and cash flows for the periods then
ended.  PricewaterhouseCoopers LLP is an
independent registered public accounting firm with respect to BreitBurn and the
General Partner and has not resigned or been dismissed as independent
registered public accountants of BreitBurn and the General Partner as a result
of or in connection with any disagreement with BreitBurn or the General Partner
on a matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.


Section 3.5             No Material Adverse Change.  Except as set forth in or contemplated by the BreitBurn
SEC Documents, and except for the proposed BEP Acquisition, which has been
disclosed to, and discussed with, each of the Purchasers, since December 31,
2006, BreitBurn and its Subsidiaries have conducted their business in the
ordinary course, consistent with past practice, and there has been no (i)
change that has had or would reasonably be expected to have a BreitBurn
Material Adverse Effect (ii) acquisition or disposition of any material assets
by BreitBurn or any of its Subsidiaries or any contract or arrangement
therefor, otherwise than for fair value in the ordinary course of business,
(iii) material change in BreitBurn’s accounting principles, practices or
methods or (iv) incurrence of material indebtedness (other than the incurrence
of such indebtedness as is contemplated in connection with the BEP Acquisition).


Section 3.6             Litigation.  Except as set forth in the BreitBurn SEC
Documents, there is no Action pending or, to the knowledge of BreitBurn,
threatened against the General Partner, BreitBurn or any of its Subsidiaries or
any of their respective officers, directors or Properties, as applicable, that
(a) questions the validity of this Agreement or the Registration Rights
Agreement or the right of BreitBurn to enter into this Agreement or the
Registration Rights Agreement or to consummate the transactions contemplated
hereby and thereby or (b) (individually or in the aggregate) would reasonably
be expected to result in a BreitBurn Material Adverse Effect.


Section 3.7             No Breach.  The execution, delivery and performance by the
BreitBurn Parties of the Basic Documents to which they are parties and
compliance by the BreitBurn Parties with the terms and provisions hereof and
thereof, and the issuance and sale by BreitBurn of the Purchased Units, do not
and will not (a) assuming the accuracy of the representations and warranties of
the Purchasers contained herein and their compliance with the covenants
contained herein, violate any provisions of any Law, governmental permit,
determination or award having applicability to BreitBurn or any of its
Subsidiaries or any of their respective Properties, (b) conflict with or result
in a violation or breach of any provision of the certificate of limited
partnership or the other organizational documents of BreitBurn or organizational
documents of any of BreitBurn’s Subsidiaries, (c) require any consent, approval
or notice under or result in a violation or breach of or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under any contract,



 9
 









agreement,
instrument, obligation, note, bond, mortgage, license, or loan or credit
agreement to which BreitBurn or any of its Subsidiaries is a party or by which BreitBurn
or any of its Subsidiaries or any of their respective Properties may be bound,
or (d) result in or require the creation or imposition of any Lien upon or with
respect to any of the Properties now owned or hereafter acquired by BreitBurn
or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d)
where any such violation, default, breach, termination, cancellation, failure
to receive consent approval or notice, or acceleration with respect to the
foregoing provisions of this Section 3.7 would not, individually or in the
aggregate, reasonably likely to result in a BreitBurn Material Adverse Effect.


Section 3.8             Authority.  Each BreitBurn Party has all necessary power
and authority to execute, deliver and perform its obligations under the Basic
Documents; and the execution, delivery and performance by each BreitBurn Party of
the Basic Documents has been duly authorized by all necessary action on its
part; and the Basic Documents constitute the legal, valid and binding
obligations of the BreitBurn Parties that are parties thereto, enforceable in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer and similar laws affecting
creditors’ rights generally or by general principles of equity including
principles of commercial reasonableness, fair dealing and good faith.  No approval from the holders of the Common
Units is required in connection with BreitBurn’s issuance and sale of the Purchased
Units to the Purchasers.


Section 3.9             Compliance with Laws.  Neither BreitBurn nor any of its Subsidiaries
is in violation of any judgment, decree or order or any Law applicable to
BreitBurn or its Subsidiaries, except as would not, individually or in the
aggregate, have a BreitBurn Material Adverse Effect.  BreitBurn and its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate regulatory
authorities necessary to conduct their respective businesses, except where the
failure to possess such certificates, authorizations or permits would not have,
individually or in the aggregate, a BreitBurn Material Adverse Effect, and
neither BreitBurn nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit, except where such potential revocation or modification
would not have, individually or in the aggregate, a BreitBurn Material Adverse
Effect.  Neither BreitBurn, nor any of
its Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of BreitBurn or any of its Subsidiaries has, in the course of
its actions for, or on behalf of, BreitBurn or any of its Subsidiaries (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; (iii) violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or
(iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or
other unlawful payment to any foreign or domestic government official or
employee.


Section 3.10           Approvals.  Except as contemplated by this Agreement or as
required by the Commission in connection with BreitBurn’s obligations under the
Registration Rights Agreement, no authorization, consent, approval, waiver,
license, qualification or written exemption from, nor any filing, declaration,
qualification or registration with, any Governmental Authority or any other
Person is required in connection with the execution, delivery or performance by
any BreitBurn Party of any of the Basic Documents to which it is a party,
except



 10
 









(i) for such
consents, approvals and waivers as have been obtained or, in the case of the BEP
Purchase Agreement, will be obtained by closing, or (ii) where the failure to
receive such authorization, consent, approval, waiver, license, qualification
or written exemption from, or to make such filing, declaration, qualification
or registration would not, individually or in the aggregate, reasonably be
expected to have a BreitBurn Material Adverse Effect.


Section 3.11           MLP Status.  BreitBurn has, since its inception in March 2006,
met the gross income requirements of Section 7704(c)(2) of the Code and
accordingly BreitBurn is not, and does not reasonably expect to be, taxed as a
corporation for U.S. federal income tax purposes.


Section 3.12           Investment Company Status.  BreitBurn is not now, and after the sale of
the Purchased Units and the application of the net proceeds from such sale will
not be, and is not controlled by or under common control with, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


Section 3.13           Offering.  Assuming the accuracy of the representations
and warranties of the Purchasers contained in this Agreement, the sale and
issuance of the Purchased Units pursuant to this Agreement are exempt from the
registration requirements of the Securities Act, and neither BreitBurn nor any
authorized Representative acting on its behalf has taken or will take any
action hereafter that would cause the loss of such exemption.


Section 3.14           Certain Fees.  No fees or commissions will be payable by BreitBurn
to brokers, finders or investment bankers with respect to the sale of any of
the Purchased Units or the consummation of the transactions contemplated by
this Agreement.


Section 3.15           No Side Agreements.  Except for the confidentiality agreements and the
Registration Rights Agreement entered into by and between each of the
Purchasers and BreitBurn, there are no other agreements by, among or between BreitBurn
or any of its Affiliates, on the one hand, and any of the Purchasers or their
Affiliates, on the other hand, with respect to the transactions contemplated
hereby nor promises or inducements for future transactions between or among any
of such parties.


Section 3.16           Internal Accounting Controls.  BreitBurn and its Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


Section 3.17           Material Agreements.  BreitBurn has provided the Purchasers
with, or made available to the Purchasers through the BreitBurn SEC
Documents, correct and complete copies of all material agreements (as defined
in Section 601(b)(10) of Regulation S-K promulgated by the Commission) and of
all exhibits to the BreitBurn SEC Documents, including



 11
 









amendments to
or other modifications of pre-existing material agreements, entered into
by BreitBurn.


Section 3.18           Preemptive Rights or Registration Rights.  Except (i) as set forth in the Partnership
Agreement, (ii) as provided in the Basic Documents or (iii) for existing awards
under BreitBurn’s 2006 Long-Term Incentive Plan, the Washburn Amended and
Restated Employment Agreement or the Breitenbach Amended and Restated
Employment Agreement, there are no preemptive rights or other rights to
subscribe for or to purchase, nor any restriction upon the voting or transfer
of, any Common Units or other limited partnership or membership interests of BreitBurn
or any of its Subsidiaries, in each case pursuant to any other agreement or
instrument to which any of such Persons is a party or by which any one of them may
be bound.  Neither the execution of this
Agreement, nor the issuance of the Purchased Units as contemplated by this
Agreement gives rise to any rights for or relating to the registration of any
securities of BreitBurn, other than pursuant to the Registration Rights
Agreement, the Partnership Agreement and the Calumet Transaction Documents.


Section 3.19           Insurance.  BreitBurn and its Subsidiaries are insured
against such losses and risks and in such amounts as BreitBurn believes in its
sole discretion to be prudent for its businesses.  BreitBurn does not have any reason to believe
that it or any Subsidiary will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business.


Section
3.20           Acknowledgment
Regarding Purchase of Purchased Common Units.  BreitBurn acknowledges and agrees that (i) each of
the Purchasers is participating in the transactions contemplated by this
Agreement and the other Basic Documents at BreitBurn’s request and BreitBurn has concluded that such participation is
in BreitBurn’s best
interest and is consistent with BreitBurn’s objectives and (ii) each of the Purchasers is acting solely in the
capacity of an arm’s length purchaser.  BreitBurn
further acknowledges that no
Purchaser is acting or has acted as an advisor, agent or fiduciary of BreitBurn
(or in any similar capacity) with
respect to this Agreement or the other Basic Documents and any advice given by
any Purchaser or any of its respective Representatives in connection with this
Agreement or the other Basic Documents is merely incidental to the Purchasers’
purchase of the Purchased Units.  BreitBurn
further represents to each
Purchaser that BreitBurn’s
decision to enter into this Agreement has been based solely on the independent
evaluation of the transactions contemplated hereby by BreitBurn and its Representatives.


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF EACH PURCHASER


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



 12
 









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


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


Section 4.3             No Breach.  The execution, delivery and performance by
such Purchaser of this Agreement and the Registration Rights Agreement to which
it is a party and all other agreements and instruments in connection with the
transactions contemplated by this Agreement and the Registration Rights
Agreement to which it is a party, and compliance by such Purchaser with the
terms and provisions hereof and thereof and the purchase of the Purchased Units
by such Purchaser do not and will not (a) violate any provision of any Law,
governmental permit, determination or award having applicability to such
Purchaser or any of its Properties, (b) conflict with or result in a violation
of any provision of the organizational documents of such Purchaser or (c)
require any consent (other than standard internal consents), approval or notice
under or result in a violation or breach of or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under (i) any note, bond, mortgage,
license, or loan or credit agreement to which such Purchaser is a party or by
which such Purchaser or any of its Properties may be bound or (ii) any other
such agreement, instrument or obligation, except in the case of clauses (a) and
(c) where such violation, default, breach, termination, cancellation, failure
to receive consent or approval, or acceleration with respect to the foregoing
provisions of this Section 4.2 would not, individually or in the aggregate,
have a Purchaser Material Adverse Effect.


Section 4.4             Investment.  The Purchased Units are being acquired for
such Purchaser’s own account, or the accounts of clients for whom such
Purchaser exercises discretionary investment authority, not as a nominee or
agent, and with no present intention of distributing the Purchased Units or any
part thereof, and such Purchaser has no present intention of selling or
granting any participation in or otherwise distributing the same in any
transaction in violation of the securities Laws of the United States of America
or any state, without prejudice, however, to such Purchaser’s right at all
times to sell or otherwise dispose of all or any part of the Purchased Units
under a registration statement under the Securities Act and applicable state
securities Laws or under an exemption from such registration available
thereunder (including, if available, Rule 144 promulgated thereunder).  If such Purchaser should in the future decide
to dispose of any of



 13
 









the Purchased
Units, such Purchaser understands and agrees (a) that it may do so only (i) in
compliance with the Securities Act and applicable state securities Law, as then
in effect, or pursuant to an exemption therefrom or (ii) in the manner
contemplated by any registration statement pursuant to which such securities
are being offered, and (b) that stop-transfer instructions to that effect will
be in effect with respect to such securities.  Notwithstanding the foregoing, each Purchaser
may at any time enter into one or more total return swaps with respect to such
Purchaser’s Purchased Units with a third party provided
that such transactions are exempt from registration under the Securities Act.


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


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


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


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


Section 4.9             Legend.  It is understood that the certificates
evidencing the Purchased Units will initially bear the following legend:  “These securities have not been registered
under the Securities Act of 1933, as amended.  They may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in effect
with respect to the securities under such Act or pursuant to an exemption from
registration thereunder and, in the case of a transaction exempt from
registration, unless sold pursuant to Rule 144 under such Act or the



 14
 









issuer has
received documentation reasonably satisfactory to it that such transaction does
not require registration under such Act.”


Section 4.10           No Side Agreements.  Except for the confidentiality agreements and the
Registration Rights Agreement entered into by and between such Purchaser and BreitBurn,
there are no other agreements by, among or between BreitBurn or its Affiliates,
on the one hand, and such Purchaser or its Affiliates, on the other hand, with
respect to the transactions contemplated hereby nor promises or inducements for
future transactions between or among any of such parties.


ARTICLE V


COVENANTS


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


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



 15
 









indebtedness
incurred in connection with such accretive acquisitions), (iv) the issuance or
sale of Partnership Securities issued, including without limitation to
Provident Energy Trust and its affiliates, as payment of any part of the
purchase price for businesses that are acquired by the Partnership from
Provident Energy Trust and its affiliates or any third party, and (v) the
issuance or sale of Partnership Securities issued or sold through a private
placement provided that (Y) subject
to those rights granted under the Calumet Unit Purchase Agreement, the
Purchasers individually are granted the right to participate in such private
placement and to purchase a percentage of the Partnership Securities sold in
such private placement pro rata based
upon their purchase of the Purchased Units sold hereby and (Z) each party
participating in such private placement shall agree that it will not sell any
of its Partnership Securities for a period of 90-days following the closing of
such private placement.  Notwithstanding
the foregoing, BreitBurn shall not, and shall cause its directors, officers and
Affiliates not to, sell, offer for sale or solicit offers to buy any security
(as defined in the Securities Act) that would be integrated with the sale of
the Purchased Units in a manner that would require the registration under the
Securities Act of the sale of the Purchased Units to the Purchasers.


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


Section 5.4             Non-Disclosure; Interim Public Filings.  BreitBurn shall, as soon as practicable
following execution of this Agreement, issue a press release acceptable to the
Purchasers disclosing all material terms of the transactions contemplated
herein and in the other Basic Documents. 
Following the Closing Date, BreitBurn shall file a Current Report on
Form 8-K with the Commission (the “Form 8-K Filing”) describing the
terms of the transactions contemplated by this Agreement and the other Basic
Documents and including as exhibits to the Form 8-K this Agreement and the
other Basic Documents, in the form required by the Exchange Act.  Thereafter, BreitBurn shall timely file any
filings and notices required by the Commission or applicable Law with respect
to the transactions contemplated hereby. 
BreitBurn and the Purchasers shall consult with each other in issuing
any press releases or otherwise making public statements or filings and other
communications with the Commission or any regulatory agency or The Nasdaq
Global Market with respect to the transactions contemplated hereby, and neither
Party shall issue any such press release or otherwise make any such public
statement, filing or other communication without the prior consent of the
other, except if such disclosure is required by Law, in which case the
disclosing Party shall promptly provide the other Party with prior notice of
such public statement, filing or other communication.  Notwithstanding the foregoing, BreitBurn shall
not publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any press release, without the prior written consent of such
Purchaser except to the extent the names of the Purchasers are included in this
Agreement as filed as an exhibit to the 8-K Filing and the press release
referred to in the first sentence above.



 16
 









Section 5.5             Taking of Necessary Action.  Each of the Parties hereto shall use its
commercially reasonable efforts promptly to take or cause to be taken all action
and promptly to do or cause to be done all things necessary, proper or
advisable under applicable Law and regulations to consummate and make effective
the transactions contemplated by this Agreement; provided, that nothing contained herein shall require BreitBurn
to consummate the BEP Acquisition. 
Without limiting the foregoing, BreitBurn and each Purchaser will use
its commercially reasonable efforts to make all filings and obtain all consents
of Governmental Authorities that may be necessary or, in the reasonable opinion
of the Purchasers or BreitBurn, as the case may be, advisable for the
consummation of the transactions contemplated by this Agreement and the other
Basic Documents.


Section 5.6             Use of Proceeds.  BreitBurn shall use the collective proceeds
from the sale of the Purchased Units to finance the BEP Acquisition.  The remainder of the proceeds, if any, shall
be used to repay indebtedness under the BreitBurn Credit Facility.


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


ARTICLE
VI


DELIVERIES


Section 6.1             BreitBurn Deliveries.  At the Closing, subject to the terms and
conditions of this Agreement, BreitBurn will deliver, or cause to be delivered,
to each Purchaser:


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


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


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


(d)           a
fully executed copy of the BEP Purchase Agreement in substantially the form
attached to this Agreement as Exhibit C;


(e)           a
certificate of the Secretary of BreitBurn dated as of the Closing Date, as to
certain matters;


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



 17















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


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


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


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


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


ARTICLE
VII


INDEMNIFICATION,
COSTS AND EXPENSES


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


Section 7.2             Indemnification by Purchasers.  Each Purchaser agrees, severally and not
jointly, to indemnify BreitBurn, the General Partner, and their respective Representatives
(collectively, “BreitBurn Related Parties”) from, and hold each of them
harmless against, any and all actions, suits, proceedings (including any
investigations, litigation or inquiries), demands and causes of action, and, in
connection therewith, and promptly upon demand, pay or reimburse each of them
for all reasonable costs, losses, liabilities, damages or expenses of any kind
or nature whatsoever, including, without limitation, the reasonable fees and
disbursements of



 18
 









counsel and all other reasonable expenses incurred in connection with
investigating, defending or preparing to defend any such matter that may be
incurred by them or asserted against or involve any of them as a result of,
arising out of or in any way related to the breach of any of the representations,
warranties or covenants of such Purchaser contained herein; provided that such claim for
indemnification relating to a breach of any representation or warranty is made
prior to the expiration of such representation or warranty; and provided further, that no BreitBurn
Related Party shall be entitled to recover special, consequential (including
lost profits) or punitive damages. 
Notwithstanding anything to the contrary, consequential damages shall
not be deemed to include diminution in value, which is specifically included in
damages covered by BreitBurn Related Parties indemnification.


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



 19
 









any indemnified claim without the consent of the Indemnified Party,
unless the settlement thereof imposes no liability or obligation on, involves
no admission of wrongdoing or malfeasance by, and includes a complete release
from liability of, the Indemnified Party.


ARTICLE
VIII


MISCELLANEOUS


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


Section 8.2             Survival of Provisions.  The representations and warranties set forth
in Sections 3.1, 3.2, 3.7 through 3.15 and 4.1 through 4.8 shall survive the
execution and delivery of this Agreement and the Closing indefinitely, and the
other representations set forth in this Agreement shall survive for a period of
12 months following the Closing Date.  The
covenants made in this Agreement or any other Basic Document shall survive the
closing of the transactions described herein and remain operative and in full
force and effect regardless of acceptance of any of the Purchased Units and
payment therefor and repayment, conversion, exercise or repurchase thereof.  All indemnification obligations of BreitBurn
and the Purchasers pursuant to Article VII of this Agreement shall remain
operative and in full force and effect unless such obligations are expressly terminated
in writing by the Parties referencing the particular Article or Section,
regardless of any purported general termination of this Agreement.


Section 8.3             No Waiver; Modifications in Writing.


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


(b)           Specific Waiver.
 Except as otherwise provided in this
Agreement or the Registration Rights Agreement, no amendment, waiver, consent,
modification or termination of



 20
 









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


Section 8.4             Binding Effect; Assignment.


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


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


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


Section 8.5             Confidentiality and Non-Disclosure.  Notwithstanding anything herein to the
contrary, each Purchaser that has executed a confidentiality agreement in favor
of BreitBurn shall continue to be bound by such confidentiality agreement in accordance
with the terms thereof until BreitBurn discloses with the Commission (on Form
8-K or otherwise) the transactions contemplated hereby.


Section 8.6             Communications.  All notices and demands provided for hereunder
shall be in writing and shall be given by regular mail, registered or certified
mail, return receipt requested, facsimile, air courier guaranteeing overnight
delivery, electronic mail or personal delivery to the following addresses:


(a)                                  If
to Kayne Anderson MLP Investment Company,

Kayne Anderson Capital Income Partners (QP), LP,



 21
 









Kayne Anderson MLP Fund, LP,  

Kayne Anderson Real Assets Fund, L.P.,  

Kayne Anderson Income Partners, L.P., 

Kayne Anderson Non-Traditional Investments, LP, 

ARBCO II, L.P. and 

Kayne Anderson Energy Infrastructure Fund,
LP:


1800 Avenue of the Stars,

Second Floor

Los Angeles, CA 90067

Attention:  David Shladovsky

Facsimile:  (310) 284-6490


with a copy to:


Kevin McCarthy

717 Texas Avenue, Suite 3100

Houston, Texas 77002

Facsimile:  (713) 655-7355


with a copy to:


Baker Botts L.L.P.

98 San Jacinto Boulevard

Suite 1500

Austin, Texas 78701

Attention:  Laura L. Tyson, Esq.

Facsimile:  (512) 322-8377


(b)           If to Credit Suisse Management
LLC:


Credit Suisse Management
LLC

11 Madison Avenue

New York, New York 10010

Attention:  Lauri Cohen


(c)           If to Royal Bank of Canada:


Royal Bank of Canada

c/o Daniel Weinstein

One Liberty Plaza

Second Floor

New York, NY 10006

Phone:  (212) 858-7245

Facsimile:  (212) 858-6004

Email:  daniel.weinstein@rbccm.com



 22
 









(d)           If to Lehman Brothers MLP
Opportunity Fund L.P.:


Lehman Brothers MLP
Opportunity Fund L.P.

399 Park Avenue, 9th Floor

New York, New York 10022

Attention:  Michael J. Cannon


(e)           If to Lehman Brothers Inc.:


Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019-6801

Attention: Equity Synthetics Trading

Phone:  (212) 526-1955

Email:  eqswapny@lehman.com


(f)            If to ZLP Fund, L.P.:


ZLP Fund, L.P.

c/o Zimmer Lucas Partners, LLC

Harborside Financial Center

Plaza 10, Suite 301

Jersey City, NJ 07311


with a copy to:


Pillsbury Winthrop Shaw Pittman LLP 

1540 Broadway 

New York, NY 10036-4039


(g)           If to Structured Finance
Americas, LLC:


Structured Finance
Americas, LLC

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

Attention:  Nicholas Bozzuto

New York, NY 10005


(h)           If to BreitBurn:


BreitBurn Energy Partners
L.P.

515 South Flower Street, Suite 4800

Los Angeles, California  90071

Attention:  Gregory C. Brown

Facsimile:  (213) 225-5917

Email:  gbrown@breitburn.com



 23
 









with a copy to:


Vinson & Elkins
L.L.P.

666 Fifth Avenue

26th Floor

New York, New York  10103

Attention:  Alan P. Baden

Facsimile:  (917) 849-5337

Email:  abaden@velaw.com


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


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


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


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


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


Section 8.11           Obligations Limited to Parties to Agreement.
 Each of the parties hereto covenants,
agrees and acknowledges that no Person other than the Purchasers (and their
permitted assignees) and BreitBurn shall have any obligation hereunder and
that, notwithstanding that one or more of the Purchasers may be a corporation,
partnership or limited



 24
 









liability company, no recourse under this Agreement or the Registration
Rights Agreement or under any documents or instruments delivered in connection
herewith or therewith shall be had against any former, current or future
director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or BreitBurn or any
former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the
foregoing, whether by the enforcement of any assessment or by any legal or
equitable proceeding, or by virtue of any applicable Law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on or otherwise be incurred by any former, current or future
director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or BreitBurn or any
former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the
foregoing, as such, for any obligations of the Purchasers and BreitBurn under
this Agreement or the Registration Rights Agreement or any documents or
instruments delivered in connection herewith or therewith or for any claim
based on, in respect of or by reason of such obligation or its creation.


Section 8.12           Expenses. 
BreitBurn shall pay up to $50,000  of
legal fees of Baker Botts L.L.P., counsel to the Purchasers, incurred in
connection with the negotiation, execution, delivery and performance of this
Agreement and the Registration Rights Agreement and the transactions
contemplated hereby and thereby, provided
that any request for such payment is accompanied by a satisfactory written
invoice for such expenses.  If any action
at law or equity is necessary to enforce or interpret the terms of any Basic
Document, the prevailing Party shall be entitled to reasonable attorney’s fees,
costs and necessary disbursements in addition to any other relief to which such
Party may be entitled.


The remainder of this page is
intentionally left blank.



 25















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


	
  

  	
  BREITBURN ENERGY PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BREITBURN GP, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Halbert S. Washburn

  
	
   

  	
   

  	
  Title:

  	
  Co-Chief Executive Officer

  



 













 


	
  

  	
  ROYAL BANK OF CANADA

  
	
   

  	
  by its agent

  
	
   

  	
   

  
	
   

  	
  RBC CAPITAL MARKETS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Josef Muskatel

  
	
   

  	
   

  	
  Director and Senior Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David Weiner

  
	
   

  	
   

  	
  Managing Director

  



 













 


	
  

  	
  ZLP FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Zimmer Lucas Partners, LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig M. Lucas

  
	
   

  	
   

  	
   

  	
  Managing Member

  



 













 


	
  

  	
  LEHMAN BROTHERS MLP OPPORTUNITY FUND

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lehman Brothers MLP Opportunity

  
	
   

  	
   

  	
  Associates L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lehman Brothers MLP Opportunity

  
	
   

  	
   

  	
  Associates L.L.C., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
  LEHMAN BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 













 


	
  

  	
  CREDIT SUISSE MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
  KAYNE ANDERSON MLP INVESTMENT

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: James C. Baker

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  



 













 


	
  

  	
  KAYNE ANDERSON CAPITAL INCOME

  PARTNERS (QP), LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KAYNE ANDERSON MLP FUND, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KAYNE ANDERSON REAL ASSETS FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KAYNE ANDERSON INCOME PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 













 


	
  

  	
  KAYNE ANDERSON NON-TRADITIONAL

  INVESTMENTS, LP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARBCO II, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KAYNE ANDERSON ENERGY

  INFRASTRUCTURE FUND, LP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 













 


	
  

  	
  STRUCTURED FINANCE AMERICAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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