FINANCIAL
STATEMENTS"), AT THE TIME FILED (IN THE CASE OF REGISTRATION STATEMENTS, SOLELY
ON THE DATES OF EFFECTIVENESS) (EXCEPT TO THE EXTENT CORRECTED BY A SUBSEQUENTLY
FILED BREITBURN SEC DOCUMENT FILED PRIOR TO THE DATE HEREOF) (I) DID NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN (IN THE CASE OF ANY PROSPECTUS, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE) NOT MISLEADING, (II) COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE EXCHANGE
8
ACT AND THE SECURITIES ACT, AS APPLICABLE, (III) IN THE CASE OF THE BREITBURN
FINANCIAL STATEMENTS, COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS
OF THE COMMISSION WITH RESPECT THERETO, (IV) IN THE CASE OF THE BREITBURN
FINANCIAL STATEMENTS, WERE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE
NOTES THERETO OR, IN THE CASE OF UNAUDITED STATEMENTS, AS PERMITTED BY FORM 10-Q
OF THE COMMISSION) AND (V) IN THE CASE OF THE BREITBURN FINANCIAL STATEMENTS,
FAIRLY PRESENT (SUBJECT IN THE CASE OF UNAUDITED STATEMENTS TO NORMAL, RECURRING
AND YEAR-END AUDIT ADJUSTMENTS) IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL POSITION OF BREITBURN AND ITS SUBSIDIARIES AS OF THE DATES THEREOF AND
THE CONSOLIDATED RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN
ENDED.
PRICEWATERHOUSECOOPERS LLP IS AN INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM WITH RESPECT TO BREITBURN AND THE GENERAL PARTNER AND HAS NOT
RESIGNED OR BEEN DISMISSED AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF
BREITBURN AND THE GENERAL PARTNER AS A RESULT OF OR IN CONNECTION WITH ANY
DISAGREEMENT WITH BREITBURN OR THE GENERAL PARTNER ON A MATTER OF ACCOUNTING
PRINCIPLES OR PRACTICES, FINANCIAL STATEMENT DISCLOSURE OR AUDITING SCOPE OR
PROCEDURE.
SECTION 3.5
NO MATERIAL ADVERSE CHANGE.
EXCEPT AS SET FORTH IN OR
CONTEMPLATED BY THE BREITBURN SEC DOCUMENTS, AND EXCEPT FOR THE PROPOSED BEP
ACQUISITION, WHICH HAS BEEN DISCLOSED TO, AND DISCUSSED WITH, EACH OF THE
PURCHASERS, SINCE DECEMBER 31, 2006, BREITBURN AND ITS SUBSIDIARIES HAVE
CONDUCTED THEIR BUSINESS IN THE ORDINARY COURSE, CONSISTENT WITH PAST PRACTICE,
AND THERE HAS BEEN NO (I) CHANGE THAT HAS HAD OR WOULD REASONABLY BE EXPECTED TO
HAVE A BREITBURN MATERIAL ADVERSE EFFECT (II) ACQUISITION OR DISPOSITION OF ANY
MATERIAL ASSETS BY BREITBURN OR ANY OF ITS SUBSIDIARIES OR ANY CONTRACT OR
ARRANGEMENT THEREFOR, OTHERWISE THAN FOR FAIR VALUE IN THE ORDINARY COURSE OF
BUSINESS, (III) MATERIAL CHANGE IN BREITBURN'S ACCOUNTING PRINCIPLES, PRACTICES
OR METHODS OR (IV) INCURRENCE OF MATERIAL INDEBTEDNESS (OTHER THAN THE
INCURRENCE OF SUCH INDEBTEDNESS AS IS CONTEMPLATED IN CONNECTION WITH THE BEP
ACQUISITION).
SECTION 3.6
LITIGATION.
EXCEPT AS SET FORTH IN THE BREITBURN SEC
DOCUMENTS, THERE IS NO ACTION PENDING OR, TO THE KNOWLEDGE OF BREITBURN,
THREATENED AGAINST THE GENERAL PARTNER, BREITBURN OR ANY OF ITS SUBSIDIARIES OR
ANY OF THEIR