0001104659-07-044262 Sample Contracts

UNIT PURCHASE AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS L.P. AND THE PURCHASERS NAMED HEREIN
Unit Purchase Agreement • May 31st, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York

UNIT PURCHASE AGREEMENT, dated as of May 16, 2007 (this “Agreement”), by and among BREITBURN ENERGY PARTNERS L.P., a Delaware limited partnership (“BreitBurn”), and each of KAYNE ANDERSON MLP INVESTMENT COMPANY, KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY, KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., GPS MLP FUND LP, GPS NEW EQUITY FUND LP, ROYAL BANK OF CANADA, LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., ZLP FUND, L.P. and STRUCTURED FINANCE AMERICAS, LLC (a “Purchaser” and, collectively, the “Purchasers”).

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AMENDED AND RESTATED ASSET PURCHASE AGREEMENT DATED AS OF MAY 16, 2007, BY AND BETWEEN CALUMET FLORIDA, L.L.C., AS SELLER , AND BREITBURN OPERATING L.P., AS BUYER
Asset Purchase Agreement • May 31st, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2007, is by and between CALUMET FLORIDA, L.L.C., a Delaware limited liability company (“Seller”), and BREITBURN OPERATING L.P., a Delaware limited partnership (“Buyer”).

REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS L.P. AND THE PURCHASERS NAMED HEREIN
Registration Rights Agreement • May 31st, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 18 2007 by and among BreitBurn Energy Partners L.P., a Delaware limited partnership (“BreitBurn”), and each of Kayne Anderson MLP Investment Company, Kayne Anderson Energy Total Return Fund, Inc., Kayne Anderson Energy Development Company, GPS New Equity Fund LP, GPS MLP Fund LP, Royal Bank of Canada, Lehman Brothers MLP Opportunity Fund L.P., ZLP Fund, L.P. and Structured Finance Americas, LLC (a “Purchaser” and, collectively, the “Purchasers”).

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