TO IT THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT."
SECTION 4.10
NO SIDE AGREEMENTS.
EXCEPT FOR THE CONFIDENTIALITY
AGREEMENTS AND THE REGISTRATION RIGHTS AGREEMENT ENTERED INTO BY AND BETWEEN
SUCH PURCHASER AND BREITBURN, THERE ARE NO OTHER AGREEMENTS BY, AMONG OR BETWEEN
BREITBURN OR ITS AFFILIATES, ON THE ONE HAND, AND SUCH PURCHASER OR ITS
AFFILIATES, ON THE OTHER HAND, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY NOR PROMISES OR INDUCEMENTS FOR FUTURE TRANSACTIONS BETWEEN OR AMONG ANY
OF SUCH PARTIES.
ARTICLE V
COVENANTS
SECTION 5.1
CERTAIN SPECIAL ALLOCATIONS OF BOOK AND TAXABLE INCOME.
TO THE EXTENT THAT THE COMMON UNIT PRICE IS LESS THAN THE TRADING PRICE OF THE
COMMON UNITS ON THE NASDAQ GLOBAL MARKET AS OF THE CLOSING DATE, THE GENERAL
PARTNER INTENDS TO SPECIALLY ALLOCATE ITEMS OF BOOK AND TAXABLE INCOME TO THE
PURCHASERS SO THAT THEIR CAPITAL ACCOUNTS IN THEIR COMMON UNITS ARE CONSISTENT,
ON A PER-COMMON UNIT BASIS, WITH THE CAPITAL ACCOUNTS OF THE OTHER HOLDERS OF
COMMON UNITS (AND THUS TO ASSURE FUNGIBILITY OF ALL COMMON UNITS).
SUCH SPECIAL
ALLOCATION WILL OCCUR UPON THE EARLIER TO OCCUR OF ANY TAXABLE PERIOD OF
BREITBURN ENDING UPON, OR AFTER, (I) A BOOK-UP EVENT OR BOOK-DOWN EVENT IN
ACCORDANCE WITH TREASURY REGULATION SECTION 1.704-1(B)(2)(IV)(F) OR A SALE OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF BREITBURN OCCURRING AFTER THE DATE OF
THE ISSUANCE OF THE COMMON UNITS OR (II) THE TRANSFER OF THE COMMON UNITS TO A
PERSON THAT IS NOT AN AFFILIATE OF THE HOLDER.
A PURCHASER HOLDING A COMMON
UNIT SHALL BE REQUIRED TO PROVIDE NOTICE TO THE GENERAL PARTNER OF THE TRANSFER
OF A COMMON UNIT TO A PERSON THAT IS NOT AN AFFILIATE OF THE PURCHASER NO LATER
THAN THE LAST BUSINESS DAY OF THE CALENDAR YEAR DURING WHICH SUCH TRANSFER
OCCURRED, UNLESS BY VIRTUE OF THE APPLICATION OF CLAUSE (I) ABOVE, THE GENERAL
PARTNER HAS DETERMINED THAT THE COMMON UNITS ARE CONSISTENT, ON A PER-COMMON
UNIT BASIS, WITH THE CAPITAL ACCOUNTS OF THE OTHER HOLDERS OF COMMON UNITS;
PROVIDED, THAT SUCH PURCHASER MAY CURE ANY FAILURE TO PROVIDE SUCH NOTICE BY
PROVIDING SUCH NOTICE WITHIN 20 DAYS OF THE LAST BUSINESS DAY OF SUCH CALENDAR
YEAR; PROVIDED, FURTHER, THAT THE SOLE AND EXCLUSIVE REMEDY FOR ANY PURCHASER'S
FAILURE TO PROVIDE ANY SUCH NOTICE SHALL BE THE ENFORCEMENT OF THE REMEDY OF
SPECIFIC PERFORMANCE AGAINST SUCH PURCHASER AND THERE WILL BE NO MONETARY
DAMAGES.
SECTION 5.2
SUBSEQUENT PUBLIC OFFERINGS.
WITHOUT THE WRITTEN
CONSENT OF THE HOLDERS OF A MAJORITY OF THE PURCHASED UNITS, TAKEN AS A WHOLE,
FROM THE DATE OF THIS AGREEMENT UNTIL THE LOCK-UP DATE, BREITBURN SHALL NOT
GRANT, ISSUE OR SELL ANY COMMON UNITS, OR OTHER EQUITY OR VOTING SECURITIES OF
BREITBURN ("PARTNERSHIP SECURITIES"), ANY SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE THEREFOR OR TAKE ANY OTHER ACTION THAT MAY RESULT IN THE ISSUANCE
OF ANY OF THE FOREGOING, OTHER THAN (I) THE ISSUANCE OF THE PURCHASED UNITS,
(II) THE ISSUANCE OF AWARDS (AS DEFINED IN BREITBURN'S