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
$31.00.
SECTION 2.2
CLOSING.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THE CONSUMMATION OF THE PURCHASE AND SALE OF THE PURCHASED UNITS HEREUNDER (THE
"CLOSING") SHALL TAKE PLACE ON THE DATE OF EXECUTION OF THIS AGREEMENT (THE
"CLOSING DATE") AT THE OFFICES OF VINSON & ELKINS L.L.P., 666 FIFTH AVENUE,
26TH FLOOR, NEW YORK, NEW YORK
10103.
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 BEP 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
6
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