Exhibit 4.1


REGISTRATION
RIGHTS AGREEMENT


BY AND AMONG


BREITBURN ENERGY
PARTNERS L.P.


AND


THE PURCHASERS
NAMED HEREIN
















TABLE
OF CONTENTS


	
  

  	
   

  	
   

  	
  Page

  
	
  ARTICLE
  I

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
   

  	
  Registrable Securities

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REGISTRATION
  RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Registration

  	
  3

  
	
  Section 2.2

  	
   

  	
  Piggyback Rights

  	
  5

  
	
  Section 2.3

  	
   

  	
  Underwritten Offering

  	
  7

  
	
  Section 2.4

  	
   

  	
  Sale Procedures

  	
  7

  
	
  Section 2.5

  	
   

  	
  Cooperation by Holders

  	
  11

  
	
  Section 2.6

  	
   

  	
  Restrictions on Public Sale by Holders of
  Registrable Securities

  	
  11

  
	
  Section 2.7

  	
   

  	
  Expenses

  	
  11

  
	
  Section 2.8

  	
   

  	
  Indemnification

  	
  12

  
	
  Section 2.9

  	
   

  	
  Rule 144 Reporting

  	
  14

  
	
  Section 2.10

  	
   

  	
  Transfer or Assignment of Registration Rights

  	
  15

  
	
  Section 2.11

  	
   

  	
  Limitation on Subsequent Registration Rights

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Communications

  	
  15

  
	
  Section 3.2

  	
   

  	
  Successor and Assigns

  	
  15

  
	
  Section 3.3

  	
   

  	
  Aggregation of Purchased Units

  	
  16

  
	
  Section 3.4

  	
   

  	
  Recapitalization, Exchanges, Etc. Affecting the
  Common Units

  	
  16

  
	
  Section 3.5

  	
   

  	
  Specific Performance

  	
  16

  
	
  Section 3.6

  	
   

  	
  Counterparts

  	
  16

  
	
  Section 3.7

  	
   

  	
  Headings

  	
  16

  
	
  Section 3.8

  	
   

  	
  Governing Law

  	
  16

  
	
  Section 3.9

  	
   

  	
  Severability of Provisions

  	
  16

  
	
  Section 3.10

  	
   

  	
  Entire Agreement

  	
  16

  
	
  Section 3.11

  	
   

  	
  Amendment

  	
  17

  
	
  Section 3.12

  	
   

  	
  No Presumption

  	
  17

  
	
  Section 3.13

  	
   

  	
  Obligations Limited to Parties to Agreement

  	
  17

  
	
  Section 3.14

  	
   

  	
  Interpretation

  	
  17

  



 



 i















REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of May 18 2007 by and among BreitBurn Energy
Partners L.P., a Delaware limited partnership (“BreitBurn”), and each of
Kayne Anderson MLP
Investment Company, Kayne Anderson Energy Total Return Fund, Inc., Kayne
Anderson Energy Development Company, GPS New Equity Fund LP, GPS MLP 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, this Agreement is made in connection with the
Closing of the issuance and sale of the Purchased Units pursuant to the Unit
Purchase Agreement, dated as of May 16, 2007, by and among BreitBurn and the Purchasers (the “Purchase
Agreement”);


WHEREAS, BreitBurn has agreed to provide the
registration and other rights set forth in this Agreement for the benefit of
the Purchasers pursuant to the Purchase Agreement; and


WHEREAS, it is a condition to the obligations of each
Purchaser and BreitBurn under the Purchase Agreement that this Agreement be
executed and delivered.


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 by
each party hereto, the parties hereby agree as follows:


ARTICLE I


DEFINITIONS


Section 1.1  Definitions. 
Capitalized terms used herein without definition shall have the meanings
given to them in the Purchase Agreement. 
The terms set forth below are used herein as so defined:


“Agreement” has the meaning specified therefor
in the introductory paragraph.


“BreitBurn” has the meaning specified therefor
in the introductory paragraph.


“Effectiveness Period” has the meaning
specified therefor in Section 2.1(a)(i) of this Agreement.


“Holder” means the record holder of any
Registrable Securities.


“Included Registrable Securities” has the
meaning specified therefor in Section 2.2(a) of this Agreement.


“Liquidated Damages” has the meaning specified
therefor in Section 2.1(a)(ii) of this Agreement.



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“Liquidated Damages Multiplier” means the
product of $32.00 times the number of Common Units purchased by such Purchaser.


“Losses” has the meaning specified therefor in
Section 2.8(a) of this Agreement.


“Managing Underwriter” means, with respect to
any Underwritten Offering, the book-running lead manager of such Underwritten
Offering.


“Opt Out Notice” has the meaning specified
therefor in Section 2.2(a) of this Agreement.


“Other Holders” has the meaning specified
therefor in Section 2.2(b).


“Partnership Agreement” means the First Amended
and Restated Limited Partnership Agreement of BreitBurn Energy Partners L.P.,
dated as of October 10, 2006.


“Purchase Agreement” has the meaning specified
therefor in the Recitals of this Agreement.


“Purchaser” and “Purchasers” have the
meanings specified therefor in the introductory paragraph of this Agreement.


“Purchaser Underwriter Registration Statement”
has the meaning specified therefor in Section 2.4(o) of this Agreement.


“Registrable Securities” means:  (i) the Purchased Units, and (ii) any Common
Units issued as Liquidated Damages pursuant to this Agreement, all of which
Registrable Securities are subject to the rights provided herein until such
rights terminate pursuant to the provisions hereof.


“Registration Deadline” means 275 days from the
Closing Date.


“Registration Expenses” has the meaning
specified therefor in Section 2.7(a) of this Agreement.


“Registration Statement” has the meaning
specified therefor in Section 2.1(a)(i) of this Agreement.


“Selling Expenses” has the meaning specified
therefor in Section 2.7(a) of this Agreement.


“Selling Holder” means a Holder who is selling
Registrable Securities pursuant to a registration statement.


“Underwritten Offering” means an offering
(including an offering pursuant to a Registration Statement) in which Common
Units are sold by BreitBurn to an underwriter on a firm commitment basis for
reoffering to the public or an offering that is a “bought deal” with one or
more investment banks.



 2
 









Section 1.2  Registrable Securities. 
Any Registrable Security will cease to be a Registrable Security
when:  (a) a registration statement
covering such Registrable Security has been declared effective by the
Commission and such Registrable Security has been sold or disposed of pursuant
to such effective registration statement; (b) such Registrable Security has
been disposed of pursuant to any section of Rule 144 (or any similar provision
then in force) under the Securities Act; (c) such Registrable Security can be
disposed of pursuant to Rule 144(k) (or any similar provision then in force)
under the Securities Act; (d) such Registrable Security is held by BreitBurn or
one of its Subsidiaries; or (e) such Registrable Security has been sold in a
private transaction in which the transferor’s rights under this Agreement are
not assigned to the transferee of such securities.


ARTICLE
II


REGISTRATION
RIGHTS


Section 2.1  Registration.


(a)           Registration


(i)            Deadline To Go Effective.  BreitBurn shall prepare and file a
registration statement under the Securities Act to permit the resale of the
Registrable Securities from time to time, including as permitted by Rule 415
under the Securities Act (or any similar provision then in force) with respect
to all of the Registrable Securities (the “Registration Statement”).  BreitBurn shall use its commercially
reasonable efforts to cause the Registration Statement to become effective no
later than the Registration Deadline.  A
Registration Statement filed pursuant to this Section 2.1 shall be on such
appropriate registration form of the Commission as shall be selected by
BreitBurn.  BreitBurn will use its
commercially reasonable efforts to cause the Registration Statement filed
pursuant to this Section 2.1 to be continuously effective under the Securities
Act until the date which all Registrable Securities have ceased to be
Registrable Securities pursuant to Section 1.2 (the “Effectiveness Period”).  The Registration Statement when declared
effective (including the documents incorporated therein by reference) shall
comply as to form with all applicable requirements of the Securities Act and
the Exchange Act and shall not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.


(ii)           Failure To Go Effective.  If the Registration Statement required by Section
2.1 of this Agreement is not declared effective by the Registration Deadline,
then each Purchaser shall be entitled to a payment with respect to the
Purchased Units of each such Purchaser, as liquidated damages and not as a
penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for
the first 60 days following the Registration Deadline, increasing by an
additional 0.25% of the Liquidated Damages Multiplier per 30-day period for
each subsequent 60 days, up to a maximum of 1.0% of the Liquidated Damages
Multiplier per 30-day period (the “Liquidated Damages”); provided,  however,
the aggregate amount of Liquidated Damages payable by BreitBurn under this
Agreement to each Purchaser shall not exceed 10.0% of the aggregate proceeds
from the 



 3
 









sale of the Purchased
Units.  The Liquidated Damages payable
pursuant to the immediately preceding sentence shall be payable within ten (10)
Business Days of the end of each such 30-day period.  Any Liquidated Damages shall be paid to each
Purchaser in cash or immediately available funds; provided, however,
if BreitBurn certifies that it is unable to pay Liquidated Damages in cash or
immediately available funds because such payment would result in a breach under
any of BreitBurn’s or BreitBurn’s Subsidiaries’ credit facilities or other
indebtedness filed as exhibits to the BreitBurn SEC Documents, then BreitBurn
may pay the Liquidated Damages in kind in the form of the issuance of
additional Common Units.  Upon any
issuance of Common Units as Liquidated Damages, BreitBurn shall promptly
prepare and file an amendment to the Registration Statement prior to its
effectiveness adding such Common Units to such Registration Statement as
additional Registrable Securities.  The
determination of the number of Common Units to be issued as Liquidated Damages
shall be equal to the amount of Liquidated Damages divided by the volume
weighted average closing price of the Common Units (as reported by The Nasdaq
Global Market) for the ten (10) trading days immediately preceding the date on
which the Liquidated Damages payment is due. 
The payment of Liquidated Damages to a Purchaser shall cease at the
earlier of (i) the effectiveness of the Registration Statement and (ii) such
time as the Purchased Units of such Purchaser become eligible for resale under
Rule 144(k) promulgated under the Securities Act.  As soon as
practicable following the date that the Registration Statement becomes
effective, but in any event within two Business Days of such date, BreitBurn
shall provide the Purchasers with written notice of the effectiveness of the
Registration Statement.


(iii)          Waiver of Liquidated Damages.  If BreitBurn is unable to cause a
Registration Statement to go effective by the Registration Deadline as a result
of an acquisition, merger, reorganization, disposition or other similar
transaction, then BreitBurn may request a waiver of the Liquidated Damages,
which may be granted or withheld by the consent of the Holders of a majority of
the Purchased Units, taken as a whole, in their sole discretion.


(iv)          Termination of Purchaser’s
Rights.  A Purchaser’s
rights (and any transferee’s rights pursuant to Section 2.10 of this Agreement)
under this Section 2.1 shall terminate upon the termination of the
Effectiveness Period.


(b)           Delay
Rights.  Notwithstanding anything to
the contrary contained herein, BreitBurn may, upon written notice to any
Selling Holder whose Registrable Securities are included in the Registration
Statement, suspend such Selling Holder’s use of any prospectus which is a part
of the Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Registration
Statement, but such Selling Holder may settle any such sales of Registrable
Securities) if (i) BreitBurn is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and BreitBurn
determines in good faith that BreitBurn’s ability to pursue or consummate such
a transaction would be materially adversely affected by any required disclosure
of such transaction in the Registration Statement or (ii) BreitBurn has
experienced some other material non-public event the disclosure of which at
such time, in the good faith judgment of BreitBurn, would materially 



 4
 









adversely affect BreitBurn; provided,
however, in no event shall the
Purchasers be suspended for a period that exceeds an aggregate of 60 days in
any 180-day period or 90 days in any 365-day period.  Upon disclosure of such information or the
termination of the condition described above, BreitBurn shall provide prompt
notice to the Selling Holders whose Registrable Securities are included in the
Registration Statement, shall promptly terminate any suspension of sales it has
put into effect and shall take such other actions to permit registered sales of
Registrable Securities as contemplated in this Agreement.


(c)           Additional
Rights to Liquidated Damages.  If (i)
the Holders shall be prohibited from selling their Registrable Securities under
the Registration Statement as a result of a suspension pursuant to Section
2.1(b) of this Agreement in excess of the periods permitted therein or (ii) the
Registration Statement is filed and declared effective but, during the
Effectiveness Period, shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded by a post-effective
amendment to the Registration Statement, a supplement to the prospectus or a
report filed with the Commission pursuant to Sections 13(a), 13(c), 14 or l5(d)
of the Exchange Act, then, until the suspension is lifted or a post-effective
amendment, supplement or report is filed with the Commission, but not including
any day on which a suspension is lifted or such amendment, supplement or report
is filed and declared effective, if applicable, BreitBurn shall owe the Holders
an amount equal to the Liquidated Damages, following (x) the date on which the
suspension period exceeded the permitted period under 2.1(b) of this Agreement
or (y) the day after the Registration Statement ceased to be effective or
failed to be useable for its intended purposes, as liquidated damages and not
as a penalty.  For purposes of this
Section 2.1(c), a suspension shall be deemed lifted on the date that notice
that the suspension has been lifted is delivered to the Holders pursuant to Section
3.1 of this Agreement.


Section 2.2   Piggyback Rights.


(a)           Participation.  If BreitBurn proposes to file a prospectus
supplement to an effective shelf registration statement, other than the
Registration Statement contemplated by Section 2.1 of this Agreement, or
BreitBurn proposes to file a registration statement, other than a shelf
registration statement, in either case, for the sale of Common Units in an
Underwritten Offering for its own account and/or another Person, then as soon
as practicable but not less than three Business Days prior to the filing of (x)
any preliminary prospectus supplement relating to such Underwritten Offering
pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement
relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities
Act (if no preliminary prospectus supplement is used) or (z) such registration
statement, as the case may be, then BreitBurn shall give notice (including, but
not limited to, notification by electronic mail) of such proposed Underwritten
Offering to the Holders and such notice shall offer the Holders the opportunity
to include in such Underwritten Offering such number of Registrable Securities
(the “Included Registrable Securities”) as each such Holder may request
in writing; provided, however, that if BreitBurn has been
advised by the Managing Underwriter that the inclusion of Registrable
Securities for sale for the benefit of the Holders will have a material adverse
effect on the price, timing or distribution of the Common Units in the
Underwritten Offering, then the amount of Registrable Securities to be offered
for the accounts of Holders shall be determined based on the provisions of
Section 2.2(b) of this Agreement; provided, 



 5
 









further, that BreitBurn shall not be obligated
to include any Registrable Securities in any Underwritten Offering unless the
Holders request inclusion of at least $5 million of Registrable Securities
in such offering.  The notice required to
be provided in this Section 2.2(a) to Holders shall be provided on a Business
Day pursuant to Section 3.1 hereof and receipt of such notice shall be
confirmed by such Holder.  Each such
Holder shall then have three Business Days after receiving such notice to
request inclusion of Registrable Securities in the Underwritten Offering, except
that such Holder shall have one Business Day after such Holder confirms receipt
of the notice to request inclusion of Registrable Securities in the
Underwritten Offering in the case of a “bought deal” or “overnight transaction”
where no preliminary prospectus is used. 
If no request for inclusion from a Holder is received within the
specified time, such Holder shall have no further right to participate in such
Underwritten Offering.  If, at any time
after giving written notice of its intention to undertake an Underwritten
Offering and prior to the closing of such Underwritten Offering, BreitBurn
shall determine for any reason not to undertake or to delay such Underwritten
Offering, BreitBurn may, at its election, give written notice of such
determination to the Selling Holders and, (x) in the case of a determination
not to undertake such Underwritten Offering, shall be relieved of its
obligation to sell any Included Registrable Securities in connection with such
terminated Underwritten Offering, and (y) in the case of a determination to
delay such Underwritten Offering, shall be permitted to delay offering any
Included Registrable Securities for the same period as the delay in the
Underwritten Offering.  Any Selling Holder
shall have the right to withdraw such Selling Holder’s request for inclusion of
such Selling Holder’s Registrable Securities in such offering by giving written
notice to BreitBurn of such withdrawal up to and including the time of pricing
of such offering.  Each Holder’s rights
under this Section 2.2(a) shall terminate when such Holder (together with any
Affiliates or swap counterparties of such Holder) holds less than $10 million
of Purchased Units, based on the Commitment Amounts.  Notwithstanding the foregoing, any Holder may
deliver written notice (an “Opt Out Notice”) to BreitBurn requesting
that such Holder not receive notice from BreitBurn of any proposed Underwritten
Offering; provided that such Holder may later
revoke any such notice.


(b)           Priority
of Rights.  If the Managing Underwriter
or Underwriters of any proposed Underwritten Offering of Common Units included
in an Underwritten Offering involving Included Registrable Securities advises
BreitBurn that the total amount of Common Units that the Selling Holders and
any other Persons intend to include in such offering exceeds the number that
can be sold in such offering without being likely to have a material adverse
effect on the price, timing or distribution of the Common Units offered or the
market for the Common Units, then the Common Units to be included in such
Underwritten Offering shall include the number of Registrable Securities that
such Managing Underwriter or Underwriters advises BreitBurn can be sold without
having such adverse effect, with such number to be allocated (i) first, to
BreitBurn, and (ii) second, pro rata among the Selling Holders party to this
Agreement and any other Persons who have been or are granted registration
rights on or after the date of this Agreement (including the General Partner, “Other
Holders”) who have requested participation in the Underwritten Offering, in
each case, who have requested participation in such Underwritten Offering.  The pro rata allocations for each such
Selling Holder shall be the product of (a) the aggregate number of Common Units
proposed to be sold by all Selling Holders and Other Holders in such
Underwritten Offering multiplied by (b) the fraction derived by dividing (x)
the number of Common Units owned on the Registration Deadline by such Selling
Holder or Other 



 6
 









Holder by (y) the aggregate number of Common Units owned on the
Registration Deadline by all Selling Holders and Other Holders participating in
the Underwritten Offering.  All
participating Selling Holders shall have the opportunity to share pro rata that
portion of such priority allocable to any Selling Holder(s) not so
participating.  As of the date of
execution of this Agreement, there are no other Persons with Registration
Rights relating to Common Units other than as described in this Section 2.2(b)
and as set forth in the Partnership Agreement.


Section 2.3   Underwritten Offering.


(a)           General
Procedures.  In connection with any
Underwritten Offering under this Agreement, BreitBurn shall be entitled to
select the Managing Underwriter or Underwriters.  In connection with an Underwritten Offering
contemplated by this Agreement in which a Selling Holder participates, each
Selling Holder and BreitBurn shall be obligated to enter into an underwriting
agreement that contains such representations, covenants, indemnities and other
rights and obligations as are customary in underwriting agreements for firm
commitment offerings of securities.  No
Selling Holder may participate in such Underwritten Offering unless such
Selling Holder agrees to sell its Registrable Securities on the basis provided
in such underwriting agreement and completes and executes all questionnaires,
powers of attorney, indemnities and other documents reasonably required under
the terms of such underwriting agreement. 
Each Selling Holder may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of,
BreitBurn to and for the benefit of such underwriters also be made to and for
such Selling Holder’s benefit and that any or all of the conditions precedent
to the obligations of such underwriters under such underwriting agreement also
be conditions precedent to its obligations. 
No Selling Holder shall be required to make any representations or
warranties to or agreements with BreitBurn or the underwriters other than
representations, warranties or agreements regarding such Selling Holder and its
ownership of the securities being registered on its behalf, its intended method
of distribution and any other representation required by Law.  If any Selling Holder disapproves of the
terms of an underwriting, such Selling Holder may elect to withdraw therefrom
by notice to BreitBurn and the Managing Underwriter; provided, however,
that such withdrawal may only be made up to and including the time of pricing
of such Underwritten Offering.  No such
withdrawal or abandonment shall affect BreitBurn’s obligation to pay
Registration Expenses.


(b)           No
Demand Rights. Notwithstanding any other provision of this Agreement, no
Holder of Registrable Securities shall be entitled to any “demand” rights or
similar rights that would require BreitBurn to effect an Underwritten Offering
solely on behalf of such Holder.


Section 2.4   Sale Procedures.  In connection with its obligations under this
Article II, BreitBurn will, as expeditiously as possible:


(a)           prepare and file
with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary
to keep the Registration Statement effective for the Effectiveness Period and
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Registration
Statement;



 7















(b)           if a prospectus supplement will be used in connection with
the marketing of an Underwritten Offering from the Registration Statement and
the Managing Underwriter at any time shall notify BreitBurn in writing that, in
the sole judgment of such Managing Underwriter, inclusion of detailed
information to be used in such prospectus supplement is of material importance
to the success of the Underwritten Offering of such Registrable Securities, use
its commercially reasonable efforts to include such information in such
prospectus supplement;


(c)           furnish to each Selling Holder (i) as far in advance as
reasonably practicable before filing the Registration Statement or any other
registration statement contemplated by this Agreement or any supplement or
amendment thereto, upon request, copies of reasonably complete drafts of all
such documents proposed to be filed (including exhibits and each document
incorporated by reference therein to the extent then required by the rules and
regulations of the Commission), and provide each such Selling Holder the
opportunity to object to any information pertaining to such Selling Holder and
its plan of distribution that is contained therein and make the corrections
reasonably requested by such Selling Holder with respect to such information
prior to filing the Registration Statement or such other registration statement
or supplement or amendment thereto, and (ii) such number of copies of the
Registration Statement or such other registration statement and the prospectus
included therein and any supplements and amendments thereto as such Persons may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities covered by such Registration Statement or other
registration statement;


(d)           if applicable, use its commercially reasonable efforts to
register or qualify the Registrable Securities covered by the Registration
Statement or any other registration statement contemplated by this Agreement
under the securities or blue sky laws of such jurisdictions as the Selling
Holders or, in the case of an Underwritten Offering, the Managing Underwriter,
shall reasonably request; provided,
however, that BreitBurn will not
be required to qualify generally to transact business in any jurisdiction where
it is not then required to so qualify or to take any action which would subject
it to general service of process in any such jurisdiction where it is not then
so subject;


(e)           promptly notify each Selling Holder and each underwriter
of Registrable Securities, at any time when a prospectus relating thereto is
required to be delivered by any of them under the Securities Act, of (i) the
filing of the Registration Statement or any other registration statement
contemplated by this Agreement or any prospectus or prospectus supplement to be
used in connection therewith, or any amendment or supplement thereto, and, with
respect to such Registration Statement or any such other registration statement
or any post-effective amendment thereto, when the same has become effective;
and (ii) any written comments from the Commission with respect to any filing
referred to in clause (i) and any written request by the Commission for
amendments or supplements to the Registration Statement or any other
registration statement or any prospectus or prospectus supplement thereto;


(f)            immediately notify each Selling Holder and each
underwriter of Registrable Securities, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of (i) the
happening of any event as a result of which the prospectus or prospectus
supplement contained in the Registration Statement or any other registration
statement 



 8
 









contemplated by this Agreement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; (ii)
the issuance or threat of issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any other registration
statement contemplated by this Agreement, or the initiation of any proceedings
for that purpose; or (iii) the receipt by BreitBurn of any notification with
respect to the suspension of the qualification of any Registrable Securities
for sale under the applicable securities or blue sky laws of any
jurisdiction.  Following the provision of
such notice, BreitBurn agrees to as promptly as practicable amend or supplement
the prospectus or prospectus supplement or take other appropriate action so
that the prospectus or prospectus supplement does not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing and to take such other action as
is necessary to remove a stop order, suspension, threat thereof or proceedings
related thereto;


(g)           upon request, furnish to each Selling Holder copies of any
and all transmittal letters or other correspondence with the Commission or any
other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating
to such offering of Registrable Securities;


(h)           in the case of an Underwritten Offering, furnish upon
request, (i) an opinion of counsel for BreitBurn and a letter of like kind both
dated the date of the closing under the underwriting agreement, and (ii) a “cold
comfort” letter, dated the date of the applicable registration statement or the
date of any amendment or supplement thereto and a letter of like kind dated the
date of the closing under the underwriting agreement, in each case, signed by
the independent public accountants who have certified BreitBurn’s financial
statements included or incorporated by reference into the applicable
registration statement.  Each of the
opinion and the “cold comfort” letter shall be in customary form and covering
substantially the same matters with respect to such registration statement (and
the prospectus and any prospectus supplement included therein) as are
customarily covered in opinions of issuer’s counsel and in accountants’ letters
delivered to the underwriters in Underwritten Offerings of securities and such
other matters as such underwriters or Selling Holders may reasonably request;


(i)            otherwise use its commercially reasonable efforts to
comply with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;


(j)            make available to the appropriate representatives of the
Managing Underwriter and Selling Holders access to such information and
BreitBurn personnel as is reasonable and customary to enable such parties to
establish a due diligence defense under the Securities Act; provided, however,
that BreitBurn need not disclose any such information to any such
representative unless and until such representative has entered into or is
otherwise subject to a confidentiality agreement with BreitBurn satisfactory to
BreitBurn (including, if applicable, any confidentiality agreement referenced
in Section 8.6 of the Purchase Agreement);



 9
 









(k)           cause all such Registrable Securities registered pursuant
to this Agreement to be listed on each securities exchange on which similar
securities issued by BreitBurn are then listed;


(l)            use its commercially reasonable efforts to cause the
Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of BreitBurn to enable the Selling Holders to
consummate the disposition of such Registrable Securities;


(m)          provide a transfer agent and registrar for all Registrable
Securities covered by such registration statement not later than the effective
date of such registration statement; and


(n)           enter into customary agreements and take such other
actions as are reasonably requested by the Selling Holders or the underwriters,
if any, in order to expedite or facilitate the disposition of such Registrable
Securities.


(o)           BreitBurn agrees that, if any Purchaser could reasonably
be deemed to be an “underwriter”, as defined in Section 2(a)(11) of the
Securities Act, in connection with the registration statement in respect of any
registration of BreitBurn’s securities of any Purchaser pursuant to this
Agreement, and any amendment or supplement thereof (any such registration
statement or amendment or supplement a “Purchaser Underwriter Registration
Statement”), then BreitBurn will cooperate with such Purchaser in allowing
such Purchaser to conduct customary “underwriter’s due diligence” with respect
to BreitBurn and satisfy its obligations in respect thereof.  In addition, at any Purchaser’s request,
BreitBurn will furnish to such Purchaser, on the date of the effectiveness of
any Purchaser Underwriter Registration Statement and thereafter from time to
time on such dates as such Purchaser may reasonably request, (i) a letter,
dated such date, from BreitBurn’s independent certified public accountants in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to
such Purchaser, and (ii) an opinion, dated as of such date, of counsel
representing BreitBurn for purposes of such Purchaser Underwriter Registration
Statement, in form, scope and substance as is customarily given in an
underwritten public offering, including a standard “10b-5” opinion for such
offering, addressed to such Purchaser. 
BreitBurn will also permit legal counsel to such Purchaser to review and
comment upon any such Purchaser Underwriter Registration Statement at least
five Business Days prior to its filing with the Commission and all amendments
and supplements to any such Purchaser Underwriter Registration Statement within
a reasonable time period prior to their filing with the Commission and not file
any Purchaser Underwriter Registration Statement or amendment or supplement
thereto in a form to which such Purchaser’s legal counsel reasonably objects.


(p)           Each Selling Holder, upon receipt of notice from BreitBurn
of the happening of any event of the kind described in Section 2.4(f) of this
Agreement, shall forthwith discontinue disposition of the Registrable
Securities until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.4(f) of this
Agreement or until it is advised in writing by BreitBurn that the use of the
prospectus may be resumed, and has received copies of any additional or
supplemental filings incorporated by reference in the prospectus, and, if so
directed by BreitBurn, such Selling Holder will, or will request the managing
underwriter or underwriters, if any, to deliver to BreitBurn (at BreitBurn’s
expense) all 



 10
 









copies in their possession or control, other
than permanent file copies then in such Selling Holder’s possession, of the
prospectus covering such Registrable Securities current at the time of receipt
of such notice.


(q)           If requested by a Purchaser, BreitBurn shall:  (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as such
Purchaser reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including information with respect to
the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) as soon as practicable make all
required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) as soon as practicable,
supplement or make amendments to any Registration Statement.


Section 2.5  Cooperation by Holders.  BreitBurn shall have no obligation to include
in the Registration Statement Common Units of a Holder, or in an Underwritten
Offering pursuant to Section 2.2 of this Agreement, Common Units of a Selling
Holder who has failed to timely furnish such information that, in the opinion
of counsel to BreitBurn, is reasonably required in order for the registration
statement or prospectus supplement, as applicable, to comply with the
Securities Act.


Section 2.6   Restrictions on Public
Sale by Holders of Registrable Securities.  For one year following the Closing Date, each
Holder of Registrable Securities who is included in the Registration Statement
agrees not to effect any public sale or distribution of the Registrable
Securities during the 30-day period following pricing of an Underwritten
Offering of equity securities by BreitBurn (except as provided in this Section
2.6); provided, however, that the duration of the
foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the officers or directors
or any other Common Unitholder of BreitBurn on whom a restriction is imposed in
connection with such public offering.  In
addition, the provisions of this Section 2.6 shall not apply with respect to a
Holder that (A) owns less than $10 million of Purchased Units, based on the
Commitment Amounts, (B) has delivered an Opt Out Notice to BreitBurn pursuant
to Section 2.2 hereof or (C) has submitted a notice requesting the inclusion of
Registrable Securities in an Underwritten Offering pursuant to Section 2.2
hereof but is unable to do so as a result of the priority provisions contained
in Section 2.2(b) hereof.


Section 2.7   Expenses.


(a)           Certain Definitions.  “Registration Expenses” means all
expenses incident to BreitBurn’s performance under or compliance with this
Agreement to effect the registration of Registrable Securities on the
Registration Statement pursuant to Section 2.1 hereof or an Underwritten
Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange
listing and The Nasdaq Global Market fees, all registration, filing,
qualification and other fees and expenses of complying with securities or blue
sky laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes and fees of transfer agents and registrars, all word processing,




 11
 









duplicating and printing expenses and the
fees and disbursements of counsel and independent public accountants for
BreitBurn, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance.  “Selling Expenses” means all
underwriting fees, discounts and selling commissions allocable to the sale of
the Registrable Securities.


(b)           Expenses. 
BreitBurn will pay all reasonable Registration Expenses as determined in
good faith, including, in the case of an Underwritten Offering, whether or not
any sale is made pursuant to such Underwritten Offering.  In addition, except as otherwise provided in
Section 2.8 hereof, BreitBurn shall not be responsible for legal fees incurred
by Holders in connection with the exercise of such Holders’ rights
hereunder.  Each Selling Holder shall pay
all Selling Expenses in connection with any sale of its Registrable Securities
hereunder.


Section 2.8   Indemnification.


(a)           By BreitBurn. 
In the event of an offering of any Registrable Securities under the
Securities Act pursuant to this Agreement, BreitBurn will indemnify and hold
harmless each Selling Holder thereunder, its directors and officers, and each
underwriter, pursuant to the applicable underwriting agreement with such
underwriter, of Registrable Securities thereunder and each Person, if any, who
controls such Selling Holder or underwriter within the meaning of the
Securities Act and the Exchange Act, and its directors and officers, against
any losses, claims, damages, expenses or liabilities (including reasonable
attorneys’ fees and expenses) (collectively, “Losses”), joint or
several, to which such Selling Holder, director, officer, underwriter or
controlling Person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such Losses (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement or any other registration statement contemplated by
this Agreement, any preliminary prospectus, free writing prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which
they were made) not misleading, and will reimburse each such Selling Holder,
its directors and officers, each such underwriter and each such controlling
Person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Loss or actions or
proceedings; provided, however, that BreitBurn will not be liable
in any such case if and to the extent that any such Loss arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in strict conformity with information furnished by
such Selling Holder, its directors or officers or any underwriter or controlling
Person in writing specifically for use in the Registration Statement or such
other registration statement, or prospectus supplement, as applicable.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Selling
Holder, its directors or officers or any underwriter or controlling Person, and
shall survive the transfer of such securities by such Selling Holder.


(b)           By Each Selling Holder.  Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless BreitBurn, its directors and officers,
and each Person, if any, who 



 12
 









controls BreitBurn within the meaning of the
Securities Act or of the Exchange Act, and its directors and officers, to the
same extent as the foregoing indemnity from BreitBurn to the Selling Holders,
but only with respect to information regarding such Selling Holder furnished in
writing by or on behalf of such Selling Holder expressly for inclusion in the
Registration Statement or any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto; provided, however,
that the liability of each Selling Holder shall not be greater in amount than
the dollar amount of the proceeds (net of any Selling Expenses) received by
such Selling Holder from the sale of the Registrable Securities giving rise to
such indemnification.


(c)           Notice. 
Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under this Section 2.8.  In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof.  The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party
shall not be liable to such indemnified party under this Section 2.8 for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided,
however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel
reasonably acceptable to the indemnified party or (ii) 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 additional 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 reasonable
expenses and fees of such separate counsel and other reasonable expenses
related to such participation to be reimbursed by the indemnifying party as
incurred.  Notwithstanding any other
provision of this Agreement, no indemnified party shall settle any action
brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying party.  Notwithstanding any other provision of this
Agreement, no indemnifying party shall settle any action brought against an
indemnified party with respect to which it is entitled to indemnification
hereunder without the consent of the indemnified party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnified party.


(d)           Contribution. 
If the indemnification provided for in this Section 2.8 is held by a
court or government agency of competent jurisdiction to be unavailable to any
indemnified party or is insufficient to hold it harmless in respect of any
Losses, then each such indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by 



 13
 









such indemnified party as a result of such
Loss in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of such indemnified party on the other
in connection with the statements or omissions which resulted in such Losses,
as well as any other relevant equitable considerations; provided, however,
that in no event shall such Selling Holder be required to contribute an
aggregate amount in excess of the dollar amount of proceeds (net of Selling
Expenses) received by such Selling Holder from the sale of Registrable
Securities giving rise to such indemnification. 
The relative fault of the indemnifying party on the one hand and the
indemnified party on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact has been made by, or
relates to, information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this paragraph were to be determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to herein.  The
amount paid by an indemnified party as a result of the Losses referred to in
the first sentence of this paragraph shall be deemed to include any legal and
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this
paragraph.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who is not
guilty of such fraudulent misrepresentation.


(e)           Other Indemnification.  The provisions of this Section 2.8 shall be
in addition to any other rights to indemnification or contribution that an
indemnified party may have pursuant to law, equity, contract or otherwise.


Section 2.9   Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of the Commission that may permit the sale of
the Registrable Securities to the public without registration, BreitBurn agrees
to use its commercially reasonable efforts to:


(a)           make and keep public information regarding BreitBurn
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after the date hereof;


(b)           file with the Commission in a timely manner all reports
and other documents required of BreitBurn under the Securities Act and the
Exchange Act at all times from and after the date hereof; and


(c)           so long as a Holder owns any Registrable Securities,
furnish, unless otherwise not available at no charge by access electronically
to the Commission’s EDGAR filing system, to such Holder forthwith upon request
a copy of the most recent annual or quarterly report of BreitBurn, and such
other reports and documents so filed as such Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing such
Holder to sell any such securities without registration.



 14















Section 2.10   Transfer or Assignment of Registration Rights.  The rights to cause BreitBurn to register
Registrable Securities granted to the Purchasers by BreitBurn under this
Section 2.10 may be transferred or assigned by one or more Holders to one or more
transferee(s) or assignee(s) of such Registrable Securities; provided, however,
that (a) unless such transferee is a Holder or an Affiliate of the transferring
Holder, or the transfer is to a swap counterparty, following such transfer or
assignment, each such transferee or assignee holds Registrable Securities
representing at least $10 million of the Purchased Units, based on the
Commitment Amounts, (b) BreitBurn is given written notice prior to any said
transfer or assignment, stating the name and address of each such transferee
and identifying the securities with respect to which such registration rights
are being transferred or assigned, and (c) each such transferee assumes in
writing responsibility for its portion of the obligations of such Purchaser
under this Agreement.


Section 2.11   Limitation on Subsequent Registration Rights.  From and after the date hereof, BreitBurn
shall not, without the prior written consent of the Holders of a majority of
the outstanding Registrable Securities, enter into any agreement with any
current or future holder of any securities of BreitBurn that would allow such
current or future holder to require BreitBurn to include securities in any
registration statement filed by BreitBurn on a basis other than pari passu with,
or subject to priority in favor of, the Purchasers hereunder.


ARTICLE III


MISCELLANEOUS


Section 3.1   Communications.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by facsimile, electronic mail, courier service or personal
delivery:


(a)           if to Purchaser, to the address set forth under that
Purchaser’s signature block in accordance with the provisions of this Section
3.1;


(b)           if to a transferee of Purchaser, to such Holder at the
address provided pursuant to Section 2.10 hereof; and


(c)           if to BreitBurn, at 515 South Flower Street,
Suite 4800, Los Angeles, California 
90071 (facsimile:  (213)
225-5916)), notice of which is given in accordance with the provisions of this
Section 3.1.


All such notices and communications shall be deemed to
have been received:  at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent
via facsimile or electronic mail; and when actually received, if sent by courier
service or any other means.


Section 3.2   Successor and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



 15
 









Section 3.3   Aggregation of Purchased Units.  All Purchased Units held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement.


Section 3.4   Recapitalization, Exchanges, Etc. Affecting the Common Units.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to any and all units of
BreitBurn or any successor or assign of BreitBurn (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for or in substitution of, the Registrable Securities, and shall be
appropriately adjusted for combinations, unit splits, recapitalizations and the
like occurring after the date of this Agreement.


Section 3.5   Specific Performance.  Damages in the event of breach of this
Agreement by a party hereto may be difficult, if not impossible, to ascertain,
and it is therefore agreed that each such Person, in addition to and without
limiting any other remedy or right it may have, will have the right to an
injunction or other equitable relief in any court of competent jurisdiction,
enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it
may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief.  The existence of this right will not preclude
any such Person from pursuing any other rights and remedies at law or in equity
which such Person may have.


Section 3.6   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 3.7   Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


Section 3.8   Governing Law.  The
Laws of the State of New York shall govern this Agreement.


Section 3.9   Severability of Provisions. 
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting or impairing the validity or enforceability of
such provision in any other jurisdiction.


Section 3.10   Entire Agreement. 
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the rights granted by BreitBurn set forth
herein.  This Agreement and the Purchase
Agreement supersede all prior agreements and understandings between the parties
with respect to such subject matter.



 16
 









Section 3.11   Amendment.  This
Agreement may be amended only by means of a written amendment signed by
BreitBurn and the Holders of a majority of the then outstanding Registrable
Securities; provided, however, that no such amendment shall
materially and adversely affect the rights of any Holder hereunder without the
consent of such Holder.


Section 3.12   No Presumption.  If
any claim is made by a party relating to any conflict, omission or ambiguity in
this Agreement, no presumption or burden of proof or persuasion shall be
implied by virtue of the fact that this Agreement was prepared by or at the
request of a particular party or its counsel.


Section 3.13   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 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
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 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 under this Agreement or the
Purchase Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of
such obligation or its creation.


Section 3.14   Interpretation. 
Article and Section 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 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.


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



 17
 









IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


	
  

  	
  BREITBURN ENERGY PARTNERS L.P.

  
	
   

  	
  By:

  	
  BreitBurn GP, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Halbert S. Washburn

  
	
   

  	
   

  	
  Title:

  	
  Co-Chief Executive Officer

  



 



 18
 









 


	
  

  	
  ROYAL BANK OF CANADA

  
	
   

  	
  by its agent

  
	
   

  	
  RBC
  CAPITAL MARKETS CORPORATION

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Josef Muskatel

  
	
   

  	
   

  	
  Director and Senior Counsel

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David Weiner

  
	
   

  	
   

  	
  Managing Director

  



 



 19
 









 


	
  

  	
  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

  



 



 20
 









 


	
  

  	
  ZLP FUND, L.P.

  
	
   

  	
  By:

  	
  Zimmer Lucas Partners,
  LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Craig M. Lucas

  
	
   

  	
   

  	
  Managing Member

  



 



 21
 









 


	
  

  	
  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:

  



 



 22
 









 


	
  

  	
  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

  



 



 23
 









 


	
  

  	
  STRUCTURED FINANCE AMERICAS, LLC

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 24