Lucas Partners, LLC
Harborside Financial Center
Plaza 10, Suite 301
Jersey City, NJ 07311
with a copy to:
Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, NY 10036-4039
(G)
IF TO STRUCTURED FINANCE AMERICAS, LLC:
Structured Finance Americas, LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
Attention:
Nicholas Bozzuto
New York, NY 10005
(H)
IF TO BREITBURN:
BreitBurn Energy Partners L.P.
515 South Flower Street, Suite 4800
Los Angeles, California
90071
Attention:
Gregory C. Brown
Facsimile:
(213) 225-5917
Email:

23
with a copy to:
Vinson & Elkins L.L.P.
666 Fifth Avenue
26th Floor
New York, New York
10103
Attention:
Alan P. Baden
Facsimile:
(917) 849-5337
Email:

or to such other address as BreitBurn or such Purchaser may designate in
writing.
All notices and communications shall be deemed to have been duly
given:
at the time delivered by hand, if personally delivered; upon actual
receipt if sent by registered or certified mail, return receipt requested, or
regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and
upon actual receipt when delivered to an air courier guaranteeing overnight
delivery or via electronic mail.
SECTION 8.7
REMOVAL OF LEGEND.
EACH PURCHASER MAY REQUEST BREITBURN
TO REMOVE THE LEGEND DESCRIBED IN SECTION 4.9 FROM THE CERTIFICATES EVIDENCING
THE PURCHASED UNITS BY SUBMITTING TO BREITBURN SUCH CERTIFICATES, TOGETHER WITH
AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH LEGEND IS NO LONGER REQUIRED UNDER
THE SECURITIES ACT OR APPLICABLE STATE LAWS, AS THE CASE MAY BE. BREITBURN SHALL
COOPERATE WITH SUCH PURCHASER TO EFFECT THE REMOVAL OF SUCH LEGEND; PROVIDED,
THAT NO OPINION OF COUNSEL SHALL BE REQUIRED IN THE EVENT A PURCHASER IS
EFFECTING A SALE OF SUCH PURCHASED UNITS PURSUANT TO RULE 144 (UNLESS REQUIRED
BY BREITBURN'S TRANSFER AGENT) OR AN EFFECTIVE REGISTRATION STATEMENT.
SECTION 8.8
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE REGISTRATION
RIGHTS AGREEMENT ARE INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR
AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
AND UNDERSTANDING OF THE PARTIES HERETO AND THERETO IN RESPECT OF THE SUBJECT
MATTER CONTAINED HEREIN AND THEREIN.
THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN OR
THEREIN WITH RESPECT TO THE RIGHTS GRANTED BY BREITBURN OR A PURCHASER SET FORTH
HEREIN OR THEREIN.
THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH
RESPECT TO SUCH SUBJECT MATTER.
SECTION 8.9
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8.10
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED AND
DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH COUNTERPARTS,
TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
SECTION 8.11
OBLIGATIONS LIMITED TO PARTIES TO AGREEMENT.
EACH OF THE
PARTIES HERETO