2006 LONG-TERM INCENTIVE
PLAN), THE ISSUANCE OF COMMON UNITS UPON THE EXERCISE OF OPTIONS TO PURCHASE
COMMON UNITS GRANTED PURSUANT TO THE BREITBURN 2006 LONG-TERM INCENTIVE PLAN AND
THE ISSUANCE OF EQUITY-BASED SECURITIES PURSUANT TO A MANAGEMENT OR EMPLOYEE
BENEFIT PLAN OR IN CONNECTION WITH THE RESTRUCTURING OF SUCH A PLAN, (III) THE
ISSUANCE OR SALE OF PARTNERSHIP SECURITIES ISSUED OR SOLD IN A REGISTERED PUBLIC
OFFERING TO FINANCE FUTURE ACQUISITIONS THAT ARE ACCRETIVE TO DISTRIBUTABLE CASH
FLOW PER COMMON UNIT (OR THE REPAYMENT OF
15
INDEBTEDNESS INCURRED IN CONNECTION WITH SUCH ACCRETIVE ACQUISITIONS), (IV) THE
ISSUANCE OR SALE OF PARTNERSHIP SECURITIES ISSUED, INCLUDING WITHOUT LIMITATION
TO PROVIDENT ENERGY TRUST AND ITS AFFILIATES, AS PAYMENT OF ANY PART OF THE
PURCHASE PRICE FOR BUSINESSES THAT ARE ACQUIRED BY THE PARTNERSHIP FROM
PROVIDENT ENERGY TRUST AND ITS AFFILIATES OR ANY THIRD PARTY, AND (V) THE
ISSUANCE OR SALE OF PARTNERSHIP SECURITIES ISSUED OR SOLD THROUGH A PRIVATE
PLACEMENT PROVIDED THAT (Y) SUBJECT TO THOSE RIGHTS GRANTED UNDER THE CALUMET
UNIT PURCHASE AGREEMENT, THE PURCHASERS INDIVIDUALLY ARE GRANTED THE RIGHT TO
PARTICIPATE IN SUCH PRIVATE PLACEMENT AND TO PURCHASE A PERCENTAGE OF THE
PARTNERSHIP SECURITIES SOLD IN SUCH PRIVATE PLACEMENT PRO RATA BASED UPON THEIR
PURCHASE OF THE PURCHASED UNITS SOLD HEREBY AND (Z) EACH PARTY PARTICIPATING IN
SUCH PRIVATE PLACEMENT SHALL AGREE THAT IT WILL NOT SELL ANY OF ITS PARTNERSHIP
SECURITIES FOR A PERIOD OF 90-DAYS FOLLOWING THE CLOSING OF SUCH PRIVATE
PLACEMENT.
NOTWITHSTANDING THE FOREGOING, BREITBURN SHALL NOT, AND SHALL CAUSE
ITS DIRECTORS, OFFICERS AND AFFILIATES NOT TO, SELL, OFFER FOR SALE OR SOLICIT
OFFERS TO BUY ANY SECURITY (AS DEFINED IN THE SECURITIES ACT) THAT WOULD BE
INTEGRATED WITH THE SALE OF THE PURCHASED UNITS IN A MANNER THAT WOULD REQUIRE
THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE PURCHASED UNITS TO
THE PURCHASERS.
SECTION 5.3
PURCHASER LOCK-UP.
WITHOUT THE PRIOR WRITTEN CONSENT OF
BREITBURN, EACH PURCHASER AGREES THAT FROM AND AFTER THE CLOSING IT WILL NOT
SELL ANY OF ITS PURCHASED UNITS PRIOR TO THE LOCK-UP DATE; PROVIDED, HOWEVER,
THAT EACH PURCHASER MAY:
(I) ENTER INTO ONE OR MORE TOTAL RETURN SWAPS OR
SIMILAR TRANSACTIONS AT ANY TIME WITH RESPECT TO THE PURCHASED UNITS PURCHASED
BY SUCH PURCHASER PROVIDED THAT SUCH TRANSACTIONS ARE EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT; OR (II) TRANSFER ITS PURCHASED UNITS TO AN AFFILIATE
OF SUCH PURCHASER OR TO ANY OTHER PURCHASER OR AN AFFILIATE OF SUCH OTHER
PURCHASER PROVIDED THAT SUCH AFFILIATE AGREES TO THE RESTRICTIONS IN THIS
SECTION 5.3.
SECTION 5.4
NON-DISCLOSURE; INTERIM PUBLIC FILINGS.
BREITBURN
SHALL, AS SOON AS PRACTICABLE FOLLOWING EXECUTION OF THIS AGREEMENT, ISSUE A
PRESS RELEASE ACCEPTABLE TO THE PURCHASERS DISCLOSING ALL MATERIAL TERMS OF THE
TRANSACTIONS CONTEMPLATED HEREIN AND IN THE OTHER BASIC DOCUMENTS.
FOLLOWING
THE CLOSING DATE, BREITBURN SHALL FILE A CURRENT REPORT ON FORM 8-K WITH THE
COMMISSION (THE "FORM 8-K FILING") DESCRIBING THE TERMS OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER BASIC DOCUMENTS AND INCLUDING