Exhibit 10.1


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

  
	
  Section 2.3

  	
   

  	
  Termination

  	
   

  	
  6

  



 


ARTICLE III



REPRESENTATIONS AND WARRANTIES OF BREITBURN


	
  Section 3.1

  	
   

  	
  Existence

  	
   

  	
  7

  
	
  Section 3.2

  	
   

  	
  Capitalization and Valid Issuance of Purchased Units

  	
   

  	
  7

  
	
  Section 3.3

  	
   

  	
  BreitBurn SEC Documents

  	
   

  	
  9

  
	
  Section 3.4

  	
   

  	
  No Material Adverse Change

  	
   

  	
  9

  
	
  Section 3.5

  	
   

  	
  Litigation

  	
   

  	
  9

  
	
  Section 3.6

  	
   

  	
  No Breach

  	
   

  	
  10

  
	
  Section 3.7

  	
   

  	
  Authority

  	
   

  	
  10

  
	
  Section 3.8

  	
   

  	
  Compliance with Laws

  	
   

  	
  10

  
	
  Section 3.9

  	
   

  	
  Approvals

  	
   

  	
  11

  
	
  Section 3.10

  	
   

  	
  MLP Status

  	
   

  	
  11

  
	
  Section 3.11

  	
   

  	
  Investment Company Status

  	
   

  	
  11

  
	
  Section 3.12

  	
   

  	
  Offering

  	
   

  	
  11

  
	
  Section 3.13

  	
   

  	
  Certain Fees

  	
   

  	
  11

  
	
  Section 3.14

  	
   

  	
  No Side Agreements

  	
   

  	
  11

  
	
  Section 3.15

  	
   

  	
  Internal Accounting Controls

  	
   

  	
  11

  
	
  Section 3.16

  	
   

  	
  Material Agreements

  	
   

  	
  12

  
	
  Section 3.17

  	
   

  	
  Preemptive Rights or Registration Rights

  	
   

  	
  12

  
	
  Section 3.18

  	
   

  	
  Insurance

  	
   

  	
  12

  
	
  Section 3.19

  	
   

  	
  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

  	
   

  	
  14

  
	
  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

  	
   

  	
  15

  
	
  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

  	
   

  	
  Taking of Necessary Action

  	
   

  	
  16

  
	
  Section 5.5

  	
   

  	
  Use of Proceeds

  	
   

  	
  16

  
	
  Section 5.6

  	
   

  	
  Tax Information

  	
   

  	
  17

  



 


ARTICLE VI



CLOSING CONDITIONS


	
  Section 6.1

  	
   

  	
  Conditions to the Closing

  	
   

  	
  17

  
	
  Section 6.2

  	
   

  	
  BreitBurn Deliveries

  	
   

  	
  18

  
	
  Section 6.3

  	
   

  	
  Purchaser Deliveries

  	
   

  	
  19

  



 


ARTICLE VII



INDEMNIFICATION, COSTS AND EXPENSES


	
  Section 7.1

  	
   

  	
  Indemnification by BreitBurn

  	
   

  	
  19

  
	
  Section 7.2

  	
   

  	
  Indemnification by Purchasers

  	
   

  	
  20

  
	
  Section 7.3

  	
   

  	
  Indemnification Procedure

  	
   

  	
  20

  



 


ARTICLE VIII



MISCELLANEOUS


	
  Section 8.1

  	
   

  	
  Interpretation of Provisions

  	
   

  	
  21

  
	
  Section 8.2

  	
   

  	
  Survival of Provisions

  	
   

  	
  21

  
	
  Section 8.3

  	
   

  	
  No Waiver; Modifications in Writing

  	
   

  	
  22

  
	
  Section 8.4

  	
   

  	
  Binding Effect; Assignment

  	
   

  	
  22

  
	
  Section 8.5

  	
   

  	
  Confidentiality and Non-Disclosure

  	
   

  	
  23

  
	
  Section 8.6

  	
   

  	
  Communications

  	
   

  	
  23

  
	
  Section 8.7

  	
   

  	
  Removal of Legend

  	
   

  	
  26

  
	
  Section 8.8

  	
   

  	
  Entire Agreement

  	
   

  	
  27

  
	
  Section 8.9

  	
   

  	
  Governing Law

  	
   

  	
  27

  
	
  Section 8.10

  	
   

  	
  Execution in Counterparts

  	
   

  	
  27

  



 



 ii
 









 


	
  Section
  8.11

  	
   

  	
  Termination

  	
   

  	
  27

  
	
  Section 8.12

  	
   

  	
  Expenses

  	
   

  	
  28

  
	
  Section 8.13

  	
   

  	
  Recapitalization, Exchanges, Etc. Affecting the
  Purchased Units

  	
   

  	
  28

  
	
  Section 8.14

  	
   

  	
  Obligations Limited to Parties to Agreement

  	
   

  	
  28

  



 



 iii














UNIT PURCHASE AGREEMENT


UNIT PURCHASE AGREEMENT, dated as of May 16, 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 ENERGY DEVELOPMENT COMPANY, KAYNE ANDERSON
ENERGY TOTAL RETURN FUND, INC., GPS MLP FUND LP, GPS NEW EQUITY FUND LP, ROYAL
BANK OF CANADA, LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., ZLP FUND, L.P. and
STRUCTURED FINANCE AMERICAS, LLC (a “Purchaser”
and, collectively, the “Purchasers”).


WHEREAS, contemporaneous with the execution of this
Agreement, BreitBurn, through its indirect ownership of BreitBurn Operating
L.P., a Delaware limited partnership, is entering into a definitive purchase
agreement to acquire all of Calumet’s right, title and interest in and to
certain oil and gas leases and related assets described in the Calumet Asset
Purchase Agreement upon the terms and conditions and for the consideration set
forth in the Calumet Asset Purchase Agreement from Calumet (the “Calumet Acquisition”);


WHEREAS, BreitBurn desires to finance the Calumet
Acquisition and reduce indebtedness under the BreitBurn Credit Facility through
the sale of an aggregate of $130 million of Common Units and the
Purchasers desire to purchase an aggregate of $130 million of Common Units
from BreitBurn, each in accordance with the provisions of this Agreement;


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


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


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


“BreitBurn Credit Facility” means 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 3.3.


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


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


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


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



 2
 








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


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


“Calumet” means
Calumet Florida, L.L.C., a Delaware limited liability company.


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


“Calumet Assets”
means those certain oil and gas assets purchased pursuant to the Calumet Asset
Purchase Agreement.


“Calumet Asset Purchase
Agreement” means that certain Asset Purchase Agreement dated as of
May 16, 2007, between Calumet Florida, L.L.C., a Delaware limited
liability company, and BreitBurn Operating L.P., a Delaware limited
partnership, acting through its general partner, BreitBurn Operating GP, LLC, a
Delaware limited liability company, which is attached hereto as Exhibit E.


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


“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.



 3
 








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


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


“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, joint
venture, 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.



 4
 








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


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


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


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


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


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


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


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


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


ARTICLE II


SALE AND PURCHASE


Section 2.1   Sale and Purchase. 
Contemporaneously with the consummation of the Calumet Acquisition and
subject to the terms and conditions of this Agreement, at the Closing,
BreitBurn hereby agrees to issue and sell to each Purchaser, and each Purchaser
hereby agrees, 



 5
 








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
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 $32.00.


Section 2.2   Closing.   The
execution and delivery of the Basic Documents (other than this Agreement), the
delivery of certificates representing the Purchased Units, the payment by each
Purchaser of its respective Commitment Amount and execution and delivery of all
other instruments, agreements and other documents required by this Agreement
(the “Closing”) shall take place on a date (the “Closing Date”)
contemporaneous with the Calumet Closing Date, but on or prior to
June 15, 2007, at the offices of Vinson & Elkins L.L.P., 666
Fifth Avenue, 26th Floor, New York, New York  10103.


Section 2.3   Termination.   Notwithstanding
anything to the contrary contained herein, in the event BreitBurn does not
receive at least $70,000,000 of the Commitment Amounts on the Closing
Date, this Agreement shall automatically terminate and any payments of a
Purchaser’s Commitment Amount received by BreitBurn shall be returned to such
Purchaser within two Business Days.



 6















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 Calumet Acquisition, except where the failure to obtain
such licenses, authorizations, consents and approvals would not reasonably be
expected to have a BreitBurn Material Adverse Effect.  None of BreitBurn or any of its Subsidiaries
are in default in the performance, observance or fulfillment of any provision
of, in the case of BreitBurn, the Partnership Agreement or its Certificate of
Limited Partnership or, in the case of any Subsidiary of BreitBurn, its
respective certificate of incorporation, certificate of formation, bylaws,
limited liability company agreement, limited partnership agreement or other
similar organizational documents.  Each
of BreitBurn and its Subsidiaries is duly qualified or licensed and in good
standing as a foreign limited partnership, limited liability company or
corporation, as applicable, and is authorized to do business in each
jurisdiction in which the ownership or leasing of its respective Properties or
the character of its respective operations makes such qualification necessary,
except where the failure to obtain such qualification, license, authorization
or good standing would not reasonably be expected to have a BreitBurn Material
Adverse Effect.


Section 3.2   Capitalization and Valid Issuance of Purchased Units.


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


(b)           As
of the date of this Agreement, the issued and outstanding limited partner
interests of BreitBurn consist of 21,975,758 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 Breitbenbach Amended and Restated



 7
 









Employment Agreement, BreitBurn has no equity compensation plans that
contemplate the issuance of partnership interests of BreitBurn (or securities
convertible into or exchangeable for partnership interests of BreitBurn).  No indebtedness having the right to vote (or
convertible into or exchangeable for securities having the right to vote) on
any matters on which the Unitholders may vote are issued or outstanding.  Except as set forth in the first sentence of
this Section 3.2(c), as contemplated by this Agreement or 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 BreitBurn’s Credit Facility) and
all such ownership interests have been duly authorized, validly issued and are
fully paid (to the extent required by applicable Law or in the organizational
documents of BreitBurn’s Subsidiaries, as applicable) and nonassessable (except
as nonassessability may be affected by matters described in Sections 17-303,
17-607 and 17-804 of the Delaware LP Act and Sections 18-607 and 18-804 of the
Delaware Limited Liability Company Act (the “Delaware LLC Act”)) and
free of preemptive rights, with no personal liability attaching to the
ownership thereof; and (ii) except as disclosed in the BreitBurn SEC Documents,
neither BreitBurn nor any of its Subsidiaries owns any shares of capital stock
or other securities of, or interest in, any other Person, or is obligated to
make any capital contribution to or other investment in any other Person.


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


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



 8
 









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


Section 3.4   No Material Adverse
Change.   Except as set forth in or contemplated by the
BreitBurn SEC Documents, and except for the proposed Calumet 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 Calumet
Acquisition).


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



 9
 









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


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


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



 10
 









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


Section 3.9   Approvals.   Except
as contemplated by this Agreement or as required by the Commission in
connection with BreitBurn’s obligations under the Registration Rights
Agreement, no authorization, consent, approval, waiver, license, qualification
or written exemption from, nor any filing, declaration, qualification or
registration with, any Governmental Authority or any other Person is required
in connection with the execution, delivery or performance by any BreitBurn
Party of any of the Basic Documents to which it is a party, except (i) for such
consents, approvals and waivers as have been obtained or, in the case of the
Calumet Asset 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 3.10   MLP Status.   BreitBurn
has, since its inception in March 2006, met the gross income requirements
of Section 7704(c)(2) of the Code and accordingly BreitBurn is not, and does
not reasonably expect to be, taxed as a corporation for U.S. federal income tax
purposes.


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


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


Section 3.13   Certain Fees.   No
fees or commissions will be payable by BreitBurn to brokers, finders or
investment bankers with respect to the sale of any of the Purchased Units or
the consummation of the transactions contemplated by this Agreement.


Section 3.14   No Side Agreements.   Except
for the confidentiality agreements and the Registration Rights Agreement
entered into by and between each of the Purchasers and BreitBurn, 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 3.15   Internal Accounting
Controls.   BreitBurn and its Subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that
(i)



 11
 









transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization and (iv)
the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


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


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


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


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



 12















ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF EACH PURCHASER


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


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


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


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



 13
 









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


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


Section 4.6  Receipt of Information; Authorization.  Such Purchaser acknowledges that it has (a)
had access to the BreitBurn SEC Documents, (b) had access to information
regarding the Calumet 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 Calumet
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 



 14
 









the consummation of the transactions contemplated by
this Agreement.  BreitBurn will not be
liable for any such fees or commissions.


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


Section 4.10  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 



 15
 









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 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) 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   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 Calumet Acquisition.  Without limiting the foregoing, BreitBurn and
each Purchaser will use its commercially reasonable efforts to make all filings
and obtain all consents of Governmental Authorities that may be necessary or,
in the reasonable opinion of the Purchasers or BreitBurn, as the case may be,
advisable for the consummation of the transactions contemplated by this
Agreement and the other Basic Documents.


Section 5.5  Use of Proceeds.  BreitBurn
shall use the collective proceeds from the sale of the Purchased Units to
finance the Calumet Acquisition.  The
remainder of the proceeds, if any, shall be used to repay indebtedness under
the BreitBurn Credit Facility.



 16














Section 5.6  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


CLOSING
CONDITIONS


Section 6.1  Conditions to the Closing.


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


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


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


(iii)          the closing of the Calumet Asset
Purchase Agreement shall occur concurrently with Closing and all conditions set
forth in Section 10.2 (Buyer’s Closing Conditions) of the Calumet Asset
Purchase Agreement, shall have been satisfied in all material respects or the
fulfillment of any such conditions to BreitBurn Operating L.P.’s obligations
shall have been waived, except for those conditions that, by their nature, will
be satisfied concurrently with the Closing.


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


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


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




 17
 








that
representations made as of a specific date shall be required to be true and
correct as of such date only);


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


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


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


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


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


(iii)          each Purchaser shall have delivered,
or caused to be delivered, to BreitBurn at the Closing, such Purchaser’s
closing deliveries described in Section 6.3 of this Agreement.


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


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


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



 18
 








(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 Calumet Asset Purchase Agreement in substantially
the form attached to this Agreement as Exhibit E.


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


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


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


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


Section 6.3  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)           an
Officer’s Certificate substantially in the form attached to this Agreement as Exhibit D; and


(d)           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, 



 19
 








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 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 



 20
 








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


ARTICLE
VIII


MISCELLANEOUS


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


Section 8.2  Survival of Provisions. 
The representations and warranties set forth in Sections 3.1, 3.2, 3.6
through 3.14 and 4.1 through 4.8 shall survive the execution and delivery of
this Agreement and the Closing indefinitely, and the other representations set
forth in this 



 21
 








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 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 



 22
 








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 MLP Investment Company

1800 Avenue of the Stars,

Second Floor

Los Angeles, CA 90067

Attention: David Shladovsky

Facsimile: (310) 284-6490


with a copy to:


717 Texas Avenue,
Suite 3100

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359


and  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



 23
 








(b)           If
to Kayne Anderson Energy Development Company:


Kayne Anderson Energy Development Company

1800 Avenue of the Stars,

Second Floor

Los Angeles, CA 90067

Attention: David Shladovsky

Facsimile: (310) 284-6490


with a copy to:


717 Texas Avenue, Suite
3100

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359


and 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


(c)           If
to Kayne Anderson Energy Total Return Fund, Inc.:


Kayne Anderson Energy Total Return Fund, Inc.

1800 Avenue of the Stars,

Second Floor

Los Angeles, CA 90067

Attention: David Shladovsky

Facsimile: (310) 284-6490


with a copy to:


717 Texas Avenue, Suite
3100

Houston, Texas 77002

Attention: Kevin McCarthy

Facsimile: (713) 655-7359



 24
 








and 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


(d)           If
to GPS MLP Fund LP:


c/o GPS Partners

100 Wilshire Blvd., Suite 900

Santa Monica, CA 90401

Attention: Jeff Farron

Phone: (310) 496-5365


(e)           If
to GPS New Equity Fund LP:


c/o GPS Partners

100 Wilshire Blvd., Suite 900

Santa Monica, CA 90401

Attention: Jeff Farron

Phone: (310) 496-5365


(f)            If
to Royal Bank of Canada:


Royal Bank of Canada

c/o Daniel Weinstein

One Liberty Plaza

Second Floor

New York, NY 10006


(g)           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


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


c/o Zimmer Lucas Partners, LLC

Harborside Financial Center

Plaza 10, Suite 301

Jersey City, NJ 07311



 25
 








with a copy to:


Pillsbury Winthrop Shaw
Pittman LLP 

1540 Broadway 

New York, NY 10036-4039


(i)            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


(j)            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


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



 26















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  Termination.


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


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


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


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


(i)            if
the Closing shall not have occurred on or before June 15, 2007;


(ii)           if
the Calumet Asset Purchase Agreement shall have been terminated pursuant to its
terms; or


(iii)          if
a Law shall have been enacted or promulgated, or if any Action shall have been
taken by any Governmental Authority of competent jurisdiction that 



 27
 









permanently restrains, precludes, enjoins or
otherwise prohibits the consummation of the transactions contemplated by this
Agreement or the Calumet Asset Purchase Agreement or makes the transactions
contemplated by this Agreement illegal.


(c)           In the event of the termination of
this Agreement as provided in Section 8.11(a) or Section 8.11(b), this
Agreement shall forthwith become null and void. 
In the event of such termination, there shall be no liability on the
part of any Party hereto, except with respect to the requirement to comply with
any confidentiality agreement in favor of BreitBurn; provided
that nothing herein shall relieve any Party from any liability or obligation
with respect to any willful breach of this Agreement.


Section
8.12  Expenses.  BreitBurn shall pay up to $75,000 of legal
fees of Baker Botts 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.


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


Section
8.14  Obligations Limited to
Parties to Agreement.  Each of
the parties hereto covenants, agrees and acknowledges that no Person other than
the Purchasers (and their permitted assignees) and BreitBurn shall have any
obligation hereunder and that, notwithstanding that one or more of the
Purchasers may be a corporation, partnership or limited liability company, no
recourse under this Agreement or the Registration Rights Agreement or under any
documents or instruments delivered in connection herewith or therewith shall be
had against any former, current or future director, 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.


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



 28
 









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


	
  

  	
  BREITBURN
  ENERGY PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  BREITBURN GP, LLC,

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Halbert S. Washburn

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
  Co-Chief Executive
  Officer

  



 



 29
 









 


	
  

  	
  ROYAL BANK OF CANADA

  
	
   

  	
  by its agent

  
	
   

  	
   

  
	
   

  	
  RBC CAPITAL MARKETS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Josef Muskatel

  
	
   

  	
   

  	
   

  	
  Director and Senior
  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  David Weiner

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 



 30
 









 


	
  

  	
  GPS NEW
  EQUITY FUND LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  GPS Partners, LLC, its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Brett S. Messing,
  Managing Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GPS MLP
  FUND LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  GPS Partners, LLC, its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Brett S. Messing,
  Managing Partner

  



 



 31
 









 


	
  

  	
  ZLP
  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Zimmer Lucas Partners,
  LLC,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig M. Lucas

  
	
   

  	
   

  	
   

  	
  Managing Member

  



 



 32
 









 


 


	
  

  	
  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:

  	
   

  	
   

  



 



 33
 









 


 


	
  

  	
  KAYNE
  ANDERSON MLP INVESTMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
  James C. Baker

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KAYNE
  ANDERSON ENERGY TOTAL RETURN FUND, INC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
  James C. Baker

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KAYNE
  ANDERSON ENERGY DEVELOPMENT COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
  James C. Baker

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
  Vice President

  



 



 34
 









 


	
  

  	
  STRUCTURED
  FINANCE AMERICAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 35