On or prior to the Initial Delivery Date (as hereinafter defined), the Partnership and the other parties thereto will enter into a Contribution, Conveyance and Assumption Agreement (the “ Contribution Agreement ”).  The transactions contemplated by the Contribution Agreement, including without limitation the public offering of the Firm Units contemplated hereby (the “ Offering ”), are referred to as the “ Transactions .”  In connection with the Transactions, the parties to the Transactions entered or will enter into various bills of sale, assignments, conveyances, contribution agreements and related documents (collectively with the Contribution Agreement, the “ Contribution Documents ”).

The following additional transactions will occur substantially contemporaneously with the Initial Delivery Date:

1.             The Partnership, the Operating LP, the General Partner and BMC will enter into an Administrative Services Agreement (the “ Administrative Services Agreement ”) pursuant to which BMC will operate the Partnership’s assets and perform other administrative services for the Partnership;

2.             The Partnership, the General Partner, BreitBurn Energy, Pro GP and Provident Energy Trust, an open-ended unincorporated investment trust created under the laws of Alberta, Canada (“ Provident ”), will enter into an Omnibus Agreement (the “ Omnibus Agreement ”), which will set forth certain agreements with respect to conflicts of interest; and

3.             The Operating LP will enter into a $400 million credit facility with a $90 million initial borrowing base (the “ Credit Facility ”) with Wells Fargo Bank, National Association, and a syndicate of financial institutions.

The “ Transaction Documents ” shall mean the Contribution Documents, the Administrative Services Agreement, the Omnibus Agreement and the Credit Facility.  The “ Organizational Documents ” shall mean the partnership agreement of the partnership (the “ Partnership Agreement ”), the limited liability company agreement of the General Partner (the “ GP LLC Agreement”) , the limited liability company agreement of BMC (the “ BMC LLC Agreement ”), the limited liability company agreement of the OLP GP (the “ OLP GP Agreement ”), the partnership agreement of the Operating LP (the “ OLP Agreement ”), the limited liability company agreements of Preventive Maintenance Service and Alamitos LLC (collectively, the “ Subsidiary LLC Agreements ”), and the corporate charters of Alamitos Company and Phoenix (collectively, the “ Subsidiary Charters ”).  The “ Operative Agreements ” shall mean the Transaction Documents and the Organizational Documents collectively, other than the Subsidiary Charters.

The Partnership, the General Partner and BreitBurn Energy wish to confirm as follows their agreement with you in connection with the purchase of the Units from the Partnership by the Underwriters.

1.             Representations, Warranties and Agreements of the Partnership and the General Partner.   The Partnership and the General Partner, jointly and severally represent, warrant and agree that:

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(a)           Registration; Definitions; No Stop Order .  A registration statement (Registration No. 333-134049) on Form S-1 relating to the Units has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations (the “ Rules and Regulations ”) of the Securities and Exchange Commission (the “ Commission ”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act.  Copies of such registration statement and any amendment thereto have been delivered by the Partnership to you as the representatives of the Underwriters (the “ Representatives ”).  As used in this Agreement:

(i)            “ Applicable Time ” means 6:00 p.m. (New York City time) on the date of this Agreement;

(ii)           “ Effective Date ” means each date and time as of which such registration statement, any post-effective amendment or amendments thereto and any registration statement or amendments thereto filed pursuant to Rule 462(b) relating to the offering of the Units was or is declared effective by the Commission;

(iii)          “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units;

(iv)          “ Preliminary Prospectus ” means any preliminary prospectus relating to the Units included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(v)           “ Pricing Disclosure Package ” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed with the Commission by the Partnership on or before the Applicable Time and the information set forth on Schedule IV hereto, and “ most recent Preliminary Prospectus ” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.

(vi)          “ Prospectus ” means the final prospectus relating to the Units, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and

(vii)         “ Registration Statement ” means such registration statement, as amended as of the Effective Date, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.

The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been

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instituted or, to the knowledge of the BreitBurn MLP Parties, threatened by the Commission.

(b)           Partnership Not an “Ineligible Issuer .”  The Partnership was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Units, is not on the date hereof and will not be on the applicable Delivery Date, an “ineligible issuer” (as defined in Rule 405).

(c)           Registration Statement and Prospectus Conform to the Requirements of the Securities Act .  The Registration Statement conformed when filed and will conform in all material respects on the Effective Date and on the applicable Delivery Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the Rules and Regulations.  The Preliminary Prospectus conformed when filed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the applicable Delivery Date, to the requirements of the Securities Act and the Rules and Regulations.

(d)           No Material Misstatements or Omissions in Registration Statement .  The Registration Statement did not, as of the Effective Date or at the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(e)           No Material Misstatements or Omissions in Prospectus .  The Prospectus will not, as of its date and on the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(f)            No Material Misstatements or Omissions in Pricing Disclosure Package .  The Pricing Disclosure Package and each bona fide electronic road show, as that term is defined in Rule 433(h)(5) under the Securities Act, taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Each of the statements made by the Partnership in the most recent Preliminary Prospectus, and to be made in the Prospectus and any further amendments or supplements to the Registration

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Statement or Prospectus within the coverage of Rule 175(b) of the rules and regulations under the Securities Act, including any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith.  Notwithstanding the foregoing, no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(g)           No Material Misstatements or Omissions in Issuer Free Writing Prospectuses .  Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433), when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h)           Issuer Free Writing Prospectuses Conform to the Requirements of the Securities Act .  Each Issuer Free Writing Prospectus, if any, conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Partnership has complied with all prospectus delivery requirements, any filing requirements and any record keeping requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations.  The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives.  The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.  The Partnership has taken all actions necessary so that any “road show” (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Units will not be required to be filed pursuant to the Rules and Regulations.

(i)            Formation and Qualification .  Each of the BreitBurn Parties has been duly formed and is validly existing and is in good standing as a limited partnership, limited liability company or corporation, as applicable, under the laws of its jurisdiction of organization with full power and authority necessary to enter into the Transaction Documents to which it is a party.  Each of the BreitBurn MLP Parties has full power and authority necessary to own or lease its properties to be owned or leased at the Initial Delivery Date, to assume the liabilities assumed by it pursuant to the Contribution Documents and to conduct its business to be conducted at the Initial Delivery Date, in each case in all material respects as described in the most recent Preliminary Prospectus.  Each of the BreitBurn MLP Parties and BMC is duly qualified to do business and in good standing as a foreign limited partnership, foreign limited liability company or foreign corporation, as applicable, in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except as would not (i) in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, properties, business or prospects of the

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BrietBurn MLP Parties taken as a whole (a “ Material Adverse Effect ”), or (ii) subject the limited partners of the Partnership to any material liability.

(j)            Power and Authority to Act as a General Partner .  Each of the General Partner and the OLP GP has, and as of each Delivery Date will have, full limited liability company power and authority to act as general partner of the Partnership and the Operating LP, respectively, in all material respects as described in the Registration Statement and Prospectus.

(k)           Ownership of BMC .  At the Initial Delivery Date, BEC will own 4.45% of the issued and outstanding membership interests in BMC; Pro LP will own 95.15% of the issued and outstanding membership interests in BMC; and Pro GP will own .4% of the issued and outstanding membership interests in BMC.  Such membership interests will have been duly authorized and validly issued in accordance with the BMC LLC Agreement and will be fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”); and BEC, Pro LP and Pro GP will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.

(l)            Ownership of the General Partner .  At the Initial Delivery Date, BMC will own 100% of the issued and outstanding membership interests in the General Partner.  Such membership interests will have been duly authorized and validly issued in accordance with the GP LLC Agreement and will be fully paid (to the extent required by the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware LLC Act); and BMC will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.

(m)          Ownership of the General Partner Interest in the Partnership .  At each Delivery Date, the General Partner will be the sole general partner of the Partnership and will have a 2% interest in the Partnership; such general partner interest will be duly authorized and validly issued in accordance with the Partnership Agreement, and the General Partner will own such general partner interest free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.

(n)           Ownership of the Sponsor Units .  At the Initial Delivery Date, after giving effect to the Transactions, Pro GP will own 63,903 Common Units, Pro LP will own 15,201,013 Common Units, and BEC will own 710,842 Common Units (collectively, the “ Sponsor Units ”).  Such limited partner interests will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act).  Pro GP, Pro LP and BEC will own their respective Sponsor Units free and clear

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of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LP Act or any credit facilities to which Pro GP, Pro LP or BEC is a party.

(o)           Ownership of the OLP GP by the Partnership .  At each Delivery Date, after giving effect to the Transactions, the Partnership will be the sole member of the OLP GP and will own 100% of the issued and outstanding membership interests in the OLP GP; such membership interests will be duly authorized and validly issued in accordance with the OLP GP Agreement and will be fully paid (to the extent required under the OLP GP Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act or the Credit Facility.

(p)           Ownership of the General Partner Interests in the Operating LP .  At each Delivery Date, the OLP GP will be the general partner of the Operating LP and will own a 0.001% general partner interest; such general partner interest will be duly authorized and validly issued in accordance with the OLP Agreement; and the OLP GP will own such general partner interest free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LP Act, the OLP Agreement or the Credit Facility.

(q)           Ownership of the Limited Partner Interests in the Operating LP .  At each Delivery Date, after giving effect to the Transactions, the Partnership will own a 99.999% limited partner interest in the Operating LP; such interest will be duly authorized and validly issued in accordance with the OLP Agreement and will be fully paid (to the extent required under the OLP Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware LP Act); and the Partnership will own such interest free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LP Act or the Credit Facility.

(r)            Ownership of the BreitBurn Subsidiaries .  At each Delivery Date, after giving effect to the Transactions, the Operating LP will own 100% of the outstanding capital stock or membership interests, as the case may be, in each of the BreitBurn Subsidiaries; such stock or membership interests will be duly authorized and validly issued in accordance with the applicable Subsidiary LLC Agreement or Subsidiary Charter and will be fully paid (with respect to Preventative Maintenance Service LLC and Alamitos Company LLC, to the extent required under the applicable Subsidiary LLC Agreement) and nonassessable (with respect to Preventative Maintenance Service LLC and Alamitos Company LLC, except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Operating LP will own such stock or membership interests free and clear of all liens, encumbrances, security interests, charges or claims other than those created by or arising under the Delaware LLC Act or the Credit Facility.

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(s)           No Other Subsidiaries .  Except as disclosed above and other than its ownership of its general partner interest in the Partnership, the General Partner does not own, and at each Delivery Date will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. After giving effect to the Transactions, other than its ownership of 100% of the OLP GP and 99.999% of the Operating LP, the Partnership does not directly own, and at each Delivery Date will not directly own, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

(t)            Capitalization .  At the Initial Delivery Date, after giving effect to the Transactions, the issued and outstanding Common Units of the Partnership will consist of 21,975,758 Common Units (including 15,975,758 Sponsor Units).  Other than the Sponsor Units, the Units will be the only limited partner interests of the Partnership issued or outstanding at each Delivery Date.

(u)           Valid Issuance of the Units .  At the Initial Delivery Date, there will be issued and sold to the Underwriters the Firm Units (assuming no purchase by the Underwriters of Option Units on the Initial Delivery Date); at the Initial Delivery Date or the Option Unit Delivery Date (as defined in Section 2 hereof), as the case may be, the Firm Units or the Option Units, as the case may be, and the limited partners interests represented thereby, will be duly and validly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with this Agreement, will be duly and validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”)).

(v)           No Preemptive Rights, Registration Rights or Options .  Except as identified in the most recent Preliminary Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the BreitBurn MLP Parties or (ii) outstanding options or warrants to purchase any securities of the BreitBurn MLP Parties.  Except for such rights that have been waived or as described in the most recent Preliminary Prospectus, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the BreitBurn MLP Parties.

(w)          Authority and Authorization .  The Partnership has all requisite partnership power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement and (ii) the Sponsor Units, in accordance with and upon the terms and conditions set forth in the Partnership Agreement and the Contribution Agreement.  At each Delivery Date, all corporate, partnership and limited liability company action, as the case may be, required to be taken by any of the BreitBurn Parties or any of their respective unitholders, stockholders, members or partners for the authorization, issuance, sale and delivery of the Units and the Sponsor Units, the execution and delivery of the Operative Agreements and

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the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Operative Agreements shall have been validly taken.

(x)            Authorization, Execution and Delivery of this Agreement .  This Agreement has been duly authorized and validly executed and delivered by each of the Partnership, the General Partner and BreitBurn Energy.

(y)           Authorization, Execution, Delivery and Enforceability of Certain Agreements .  At or before the Initial Delivery Date:

(i)            The Transaction Documents will have been duly authorized, executed and delivered by each of the BreitBurn Parties that are parties thereto and each will be a valid and legally binding agreement of such parties thereto, enforceable against such parties in accordance with its terms;

(ii)           the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner as the general partner and by Pro GP, Pro LP and BEC as limited partners, and will be a valid and legally binding agreement of each of the General Partner, Pro GP, Pro LP and BEC, enforceable against each of the General Partner, Pro GP, Pro LP and BEC in accordance with its terms;

(iii)          the BMC LLC Agreement will have been duly authorized, executed and delivered by Pro GP, Pro LP and BEC and will be a valid and legally binding agreement of each of Pro GP, Pro LP and BEC, enforceable against each of Pro GP, Pro LP and BEC in accordance with its terms;

(iv)          the GP LLC Agreement will have been duly authorized, executed and delivered by BMC and will be a valid and legally binding agreement of BMC, enforceable against BMC in accordance with its terms;

(v)           the OLP GP Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms;

(vi)          the OLP Agreement will have been duly authorized, executed and delivered by the OLP GP as the general partner and by the Partnership as the limited partner, and will be a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against each of the OLP GP and the Partnership in accordance with its terms; and

(vii)         each of the Subsidiary LLC Agreements will be a valid and legally binding agreement of the Operating LP, enforceable against the Operating LP in accordance with their respective terms.

provided that , with respect to each agreement described in this Section 1(y), the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization,

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moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

(z)            Sufficiency of the Contribution Documents .  The Contribution Documents will be legally sufficient to transfer or convey to the Operating LP all properties not already held by it that are, individually or in the aggregate, required to enable the Operating LP to conduct its operations in all material respects as contemplated by the most recent Preliminary Prospectus and the Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Contribution Documents and those set forth in most recent Preliminary Prospectus and the Prospectus.  The Operating LP, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, assets, properties, liabilities and operations reflected by the pro forma financial statements of the Partnership.

(aa)         No Conflicts .  None of (i) the offering, issuance or sale by the Partnership of the Units, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements by the BreitBurn Parties that are parties thereto or (iii) the consummation of any other transactions contemplated by this Agreement or the Operative Agreements (including the Transactions) or the fulfillment of the terms hereof or thereof, conflict with or will conflict with, result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any lien, charge or encumbrance upon any property or assets of any of the BreitBurn MLP Parties or BreitBurn Energy pursuant to (x) the Organizational Documents, (y) the terms of any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the BreitBurn MLP Parties or BreitBurn Energy is a party or by which any of them or any of their respective properties may be bound or (z) any statute, law, rule or regulation, or any judgment, order, injunction or decree of any court, governmental agency or body or arbitrator having jurisdiction over any of the BreitBurn MLP Parties or BreitBurn Energy or any of their properties or assets, except, in the case of clauses (y) and (z), for such conflicts, breaches, violations, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect or materially impair the ability of any of the BreitBurn Parties to perform their obligations under this Agreement or the Operative Agreements to which they are parties.

(bb)         No Consents .  No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over any of the BreitBurn Parties or any of their properties or assets is required in connection with the offering, issuance or sale by the Partnership of the Units, the execution, delivery and performance of this Agreement and the Operative Agreements by the BreitBurn Parties that are parties thereto or the consummation of any other transactions contemplated by this Agreement or the Operative Agreements (including the Transactions) except (i) for such permits, consents, approvals and similar authorizations required under the Securities Act, the Exchange Act and state securities or “Blue Sky” laws, (ii) for such consents that have been, or prior to the Delivery Date will

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be, obtained, (iii) for such consents that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iv) as disclosed in the most recent Preliminary Prospectus.

(cc)         No Defaults .  None of the BreitBurn MLP Parties is in (i) violation of its Organizational Documents, or of any statute, law, rule or regulation, or any judgment, order, injunction or decree of any court, governmental agency or body or arbitrator having jurisdiction over any of the BreitBurn MLP Parties or any of their properties or assets or (ii) breach, default (or an event which, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which breach, default or violation would, if continued, have a Material Adverse Effect or could materially impair the ability of any of the BreitBurn MLP Parties to perform their obligations under this Agreement. To the knowledge of the BreitBurn MLP Parties, no third party to an agreement or instrument to which any of the BreitBurn MLP Parties is a party or by which any of them is bound or to which any of their properties is subject, is in default under such agreement, which breach, default or violation would, if continued, have a Material Adverse Effect.

(dd)         Conformity of Units to Description in the Most Recent Preliminary Prospectus and Prospectus .  The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, and the Sponsor Units, when issued and delivered in accordance with the terms of the Partnership Agreement and the Contribution Agreement, will conform in all material respects to the description thereof contained in the most recent Preliminary Prospectus and Prospectus.

(ee)         No Integration .  The Partnership has not sold or issued any securities that would be integrated with the offering of the Units contemplated by this Agreement pursuant to the Securities Act, the Rules and Regulations or the interpretations thereof by the Commission.

(ff)           No Material Adverse Change .  None of the BreitBurn MLP Parties or BreitBurn Energy has sustained, since the date of the latest audited financial statements included in the most recent Preliminary Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since such date, there has not been any change in the capitalization or long-term debt of any of the BreitBurn MLP Parties or BreitBurn Energy or any material adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, unitholders’ equity, properties, management, business or prospects of any of the BreitBurn MLP Parties taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.  Since the date of the latest audited financial statements included in the Prospectus, none of the BreitBurn MLP Parties or BreitBurn Energy has incurred any liability or obligation, direct, indirect or contingent, or entered into any

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transactions, not in the ordinary course of business, that, individually or in the aggregate, is material to the BreitBurn MLP Parties, taken as a whole, otherwise than as set forth or contemplated in the Prospectus.

(gg)         Conduct of Business .  Since the date as of which information is given in the most recent Preliminary Prospectus, none of the BreitBurn MLP Parties or BreitBurn Energy has (i) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (ii) entered into any material transaction not in the ordinary course of business or (iii) declared, paid or made any dividend or distribution on any class of security other than monthly distributions of BreitBurn Energy to its partners in the regular course of business consistent with past practice.

(hh)         Financial Statements .  The historical financial statements (including the related notes and supporting schedules) included in the most recent Preliminary Prospectus (or any amendment or supplement thereto) comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved.  The summary historical and pro forma financial and operating data included in the most recent Preliminary Prospectus (and any amendment or supplement thereto) under the caption “Summary—Summary Historical and Pro Forma Consolidated Financial and Operating Data” and the selected historical and pro forma financial and operating data set forth under the caption “Selected Historical and Pro Forma Consolidated Financial Data” is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements and pro forma financial statements, as applicable, from which it has been derived.

(ii)           Pro Forma Financial Statements .  The pro forma financial statements included in the most recent Preliminary Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the applicable requirements of Regulation S-X.  The assumptions used in the preparation of such pro forma financial statements are, in the opinion of management of BreitBurn Energy, reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.

(jj)           Statistical and Market-Related Data .  The statistical and market-related data included under the captions “BreitBurn Energy Partners L.P.,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in the most recent Preliminary Prospectus are based on or derived from sources that the BreitBurn MLP Parties and BreitBurn Energy believe to be reliable and accurate in all material respects.

(kk)         Independent Public Accountants .  Pricewaterhouse Coopers LLP, who has certified certain consolidated financial statements of BreitBurn Energy, the General

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Partner and the Partnership included in the most recent Preliminary Prospectus and the Prospectus, is an independent registered public accounting firm with respect to such entities as required by the Securities Act and the Rules and Regulations.

(ll)           Independent Public Accountants .  Hein & Associates LLP, who has certified certain consolidated financial statements of BreitBurn Energy included in the most recent Preliminary Prospectus and the Prospectus, is an independent registered public accounting firm with respect to BreitBurn Energy as required by the Securities Act and the Rules and Regulations.

(mm)       Reserve Engineers .  Netherland, Sewell and Associates, Inc. (the “ Reserve Engineers ”), whose reserve evaluations are referenced or appear, as the case may be, in the Prospectus were, as of December 31, 2005, and are, as of the date hereof, independent engineers with respect to the BreitBurn Parties; and the historical information underlying the estimates of the reserves of BreitBurn MLP Parties supplied to the Reserve Engineers for purposes of preparing the reserve reports referenced in the Prospectus (the “ Reserve Reports ”), including, without limitation, production volumes, sale prices for production, contractual pricing provisions under oil or gas sales or marketing contracts or under hedging arrangements, costs of operations and development and working interest and net revenue information relating to ownership interests in properties, was true and correct in all material respects in accordance with customary industry practice on the date that each such Reserve Report was prepared.

(nn)         Title to Properties .  At each Delivery Date, each of BreitBurn MLP Parties will have (1) good and defensible title to all of the oil and gas properties described in the most recent Preliminary Prospectus and the Prospectus, (2) good and marketable title to all other property owned by the BreitBurn MLP Parties and (3) good title to all personal property owned by the BreitBurn MLP Parties, in each case, free and clear of all liens, encumbrances and defects, except (i) as described in most recent Preliminary Prospectus and the Prospectus, (ii) liens securing taxes and other governmental charges, or claims of materialmen, mechanics and similar persons, not yet due and payable, (iii) liens and encumbrances under oil and gas leases, options to lease, operating agreements, utilization and pooling agreements, participation and drilling concessions agreements and gas sales contracts, securing payment of amounts not yet due and payable and of a scope and nature customary in the oil and gas industry, (iv) liens arising under or permitted by the Credit Facility or (v) liens, encumbrances and defects that do not, individually or in the aggregate, materially affect the value of such properties, taken as a whole, or materially interfere with the use made or proposed to be made of such properties, taken as a whole, by the BreitBurn MLP Parties; and any real property and buildings held under lease by the BreitBurn MLP Parties are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made or proposed to be made of such real property and buildings by the BreitBurn MLP Parties.

(oo)         Insurance .  The BreitBurn Parties maintain insurance covering their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them and their businesses in a manner consistent with other businesses similarly situated.  None of the BreitBurn Parties has received notice

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from any insurer or agent of such insurer that material capital improvements or other material expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on each Delivery Date.

(pp)         Investment Company .  None of the BreitBurn MLP Parties is, and as of the applicable Delivery Date and, after giving effect to the offer and sale of the Units and the application of the proceeds therefrom as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Prospectus, none of them will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), and the rules and regulations of the Commission thereunder.

(qq)         Litigation .  Except as described in the most recent Preliminary Prospectus, there is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the BreitBurn Parties, threatened, to which any of the BreitBurn Parties is or may be a party or to which the business or property of any of the BreitBurn Parties is or may be subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency and (iii) no injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction to which any of the BreitBurn Parties is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is reasonably expected to (A) singly or in the aggregate have a Material Adverse Effect, (B) prevent or result in the suspension of the offering and issuance of the Units, or (C) in any manner draw into question the validity of this Agreement.

(rr)           Legal Proceedings or Contracts to be Described or Filed .  Statements made in the most recent Preliminary Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.  Each contract, document or other agreement described in the Registration Statement or the most recent Preliminary Prospectus is in full force and effect and is valid and enforceable by and against the BreitBurn MLP Parties, as the case may be, in accordance with its terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

(ss)         Certain Relationships and Related Transactions .  Except as described in the most recent Preliminary Prospectus, no relationship, direct or indirect, exists between or among any of the BreitBurn MLP Parties, on the one hand, and the directors, officers, shareholders, partners, members, customers or suppliers of any of the BreitBurn MLP

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Parties, on the other hand, that is required to be described in the most recent Preliminary Prospectus or the Prospectus which is not so described.

(tt)           No Labor Dispute .  No labor disturbance by the employees of any of the BreitBurn Parties exists or, to the knowledge of the BreitBurn MLP Parties, is imminent that could reasonably be expected to have a Material Adverse Effect.

(uu)         ERISA .  (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which any of the BreitBurn MLP Parties would have any liability (each a “Plan”) has been maintained in material compliance with its terms and with the material requirements of all applicable statutes, rules and regulations including ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”); (ii) no Plan is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (iii) none of the BreitBurn MLP Parties or any member of the Controlled Group of any of the BreitBurn MLP Parties has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that it is so qualified in form and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification.

(vv)         Tax Returns .  Each of the BreitBurn Parties has filed all material federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due thereon, and no tax deficiency has been determined adversely to any of the BreitBurn Parties, nor do any of the BreitBurn MLP Parties have any knowledge of any tax deficiencies that could, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ww)       Books and Records; Accounting Controls .  Each of the BreitBurn MLP Parties (i) makes and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets and (ii) maintains systems of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(xx)          Sarbanes-Oxley Act of 2002 .  Except as described in the most recent Preliminary Prospectus, there is and has been no failure on the part of any of the BreitBurn MLP Parties or any of their respective directors or officers, in their capacities

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as such, to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

(yy)         Permits .  Each of the BreitBurn MLP Parties and BreitBurn Energy has such permits, consents, licenses, franchises, certificates and authorizations of governmental or regulatory authorities (“Permits”) as are necessary to own its properties and to conduct its business in the manner described in the most recent Preliminary Prospectus, subject to such qualifications as may be set forth in the most recent Preliminary Prospectus and except for such permits which, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; each of the BreitBurn MLP Parties and BreitBurn Energy has fulfilled and performed all its material obligations with respect to such permits which are due to have been fulfilled and performed by such date and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such permit, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the most recent Preliminary Prospectus, none of such permits contains any restriction that is materially burdensome to the BreitBurn MLP Parties considered as a whole.

(zz)          Environmental Compliance .  Each of the BreitBurn MLP Parties and BreitBurn Energy (i) is in compliance with any and all applicable federal, state and local laws and regulations relating to the prevention of pollution or protection of the environment or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in connection with such releases would not, individually or in the aggregate, have a Material Adverse Effect.  The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law.  In the ordinary course of business, the BreitBurn MLP Parties and BreitBurn Energy periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which the BreitBurn MLP Parties and BreitBurn Energy identify and evaluate costs and liabilities that are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review, the BreitBurn MLP Parties and BreitBurn Energy have reasonably

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concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect.

(aaa)       Directed Units Sales .  None of the Directed Units distributed in connection with the Directed Unit Program (each as defined in Section 4) will be offered or sold outside of the United States.  The Partnership has not offered, or caused the Representatives to offer, Units to any person pursuant to the Directed Unit Program with the specific intent to unlawfully influence (i) a customer or supplier of any of the BreitBurn Parties or the BreitBurn Subsidiaries to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to write or publish favorable information about any of the BreitBurn Parties or the BreitBurn Subsidiaries, or their respective businesses or products.

(bbb)      No Distribution of Other Offering Materials .  None of the BreitBurn Parties has distributed and, prior to the later to occur of any Delivery Date and completion of the distribution of the Units, will distribute any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with Section 1(h) or 4(a)(v) and, in connection with the Directed Unit Program described in Section 4, the enrollment materials prepared by the Representatives.

(ccc)       Market Stabilization .  The Partnership has not taken and will not take, directly or indirectly, any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership or to facilitate the sale or resale of the Units.

(ddd)      Listing on the NASDAQ Global Select Market .  The Units have been approved to be listed on the NASDAQ Global Select Market, subject to official notice of issuance.

Any certificate signed by any officer of the BreitBurn Parties and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by such entity, as to matters covered thereby, to each Underwriter.

2.             Representations, Warranties and Agreements of BreitBurn Energy with respect to Provident.  BreitBurn Energy represents, warrants and agrees with respect to Provident as follows:

(a)           at or before the Initial Delivery Date, the Omnibus Agreement will have been duly authorized, executed and delivered by Provident and will be a valid and legally binding agreement of Provident, enforceable against Provident in accordance with its terms, provided that , the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and

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(ii) public policy, applicable law relating to fiduciary duties and an implied covenant of good faith and fair dealing; and

(b)           none of the execution, delivery and performance of the Omnibus Agreement by Provident or the consummation of any of the transactions contemplated by the Omnibus Agreement or the fulfillment of the terms thereof conflict with or will conflict with, result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any lien, charge or encumbrance upon any property or assets of Provident pursuant to (x) any organizational documents of Provident, (y) the terms of any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Provident is a party or by it or any of its properties may be bound or (z) any statute, law, rule or regulation of the Province of Alberta or any federal Canadian law or any judgment, order, injunction or decree of any provincial court in the Providence of Alberta or Canadian federal court, governmental agency or body or arbitrator having jurisdiction over Provident or any of its properties or assets, except, in the case of clauses (y) and (z), for such conflicts, breaches, violations, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, have a Material Adverse Effect or materially impair the ability of Provident to perform its obligations under this Agreement or the Omnibus Agreements.

3.             Purchase of the Units by the Underwriters .

(a)           On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Partnership agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $17.205 per unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.  The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine.

(b)           Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House funds by Federal (same day) against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters.  Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on October 10, 2006 or at such other time and date not later than five business days thereafter as the Representatives and the Partnership shall agree upon, such time and date being herein referred to as the “ Initial Delivery Date .”  As used herein, “ business day ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

(c)           In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters to purchase the Option Units at the price per unit as set forth in the first paragraph of this Section.  The option granted hereby may be

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exercised in whole or in part by giving written notice (i) at any time before the Initial Delivery Date or (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives of the several Underwriters, to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option, the names and denominations in which the Option Units are to be registered and the time and date at which such certificates are to be delivered.  The time and date at which certificates for Option Units are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Initial Delivery Date (each date and time the Option Units are delivered is sometimes referred to as an “ Option Unit Delivery Date ,” and the Initial Delivery Date and any Option Delivery Date are sometimes each referred to as a “ Delivery Date ”).  If the date of exercise of the option is three or more days before the Initial Delivery Date, the notice of exercise shall set the Initial Delivery Date as the Option Unit Delivery Date.  The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by the Representatives in such manner as to avoid fractional Units.  The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters.  The Representatives of the several Underwriters may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Partnership.  To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Unit Delivery Date in Federal (same day) funds through the facilities of The Depository Trust Company in New York, New York, drawn to the order of the Partnership.

4.             Offering of Units by the Underwriters .

(a)           Upon authorization by the Representatives of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions to be set forth in the Prospectus.

(b)           It is understood that 160,200 Firm Units (the “ Directed Units ”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “ NASD ”) to certain officers, directors and employees of the General Partner and its affiliates and persons associated with the Partnership who have heretofore delivered to the Representatives offers to purchase Firm Units in form satisfactory to the Representatives (such program, the “ Directed Unit Program ”) and that any allocation of such Firm Units among such persons will be made in accordance with timely directions received by the Representatives from the Partnership; provided that under no circumstances will the Representatives or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program.  It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 12:00 p.m., Pacific Time, on the first business day following the date hereof or otherwise are not

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purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the most recent Preliminary Prospectus.

(c)           The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.

5.             Further Agreements of the Partnership and the General Partner .

(a)           Each of the Partnership and the General Partner, jointly and severally, covenants and agrees to cause the Partnership:

(i)            Preparation of Prospectus and Registration Statement .  To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by the rule; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(ii)           Signed Copies of Registration Statement .  To furnish promptly to the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;

(iii)          Copies of Documents to Underwriters .  To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto, (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Units or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then

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amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance;

(iv)          Filing of Amendment or Supplement .  To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Partnership or the Representatives, be required by the Securities Act or requested by the Commission; prior to filing with the Commission any amendment or supplement to the Registration Statement or to the Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing;

(v)           Issuer Free Writing Prospectus .  Not to make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives; to retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed pursuant to the Rules and Regulations; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance;

(vi)          Reports to Security Holders .  As soon as practicable after the Effective Date (it being understood that the Partnership shall have until at least 410 or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Partnership’s fiscal year, 455 days after the end of the Partnership’s current fiscal quarter), to make generally available to the Partnership’s security holders and to deliver to the Representatives an earnings statement of the Partnership and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Partnership, Rule 158);

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(vii)         Qualifications .  Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Units for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Units; provided that in connection therewith the Partnership shall not be required to (i) qualify as a foreign limited partnership in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject;

(viii)        Lock-Up Period; Lock-Up Letters .  For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “ Lock-Up Period ”), not to, directly or indirectly, (1) offer for sale, sell or otherwise dispose of any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representatives on behalf of the Underwriters, and to cause the executive officers and directors of the General Partner to furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “ Lock-Up Agreements ”); notwithstanding the foregoing, the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units, including without limitation to Provident and its affiliates, as payment of any part of the purcha