ACKNOWLEDGEMENT OF TERMINATION
Exhibit
10.8
Execution
Copy
June
17,
2008
Provident
Energy Trust
2100,
000 – 0xx Xxxxxx
Xxxxxxx,
Xxxxxxx X0X 0X0
Xxxxxx
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Re:
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Omnibus
Agreement, dated October 10, 2006 (the “Omnibus
Agreement”),
by and among Provident Energy Trust, an open-ended unincorporated
investment trust formed under the laws of the Province of Alberta
(“Provident”),
Pro GP Corp., a Delaware corporation, BreitBurn Energy Company L.P.,
a
Delaware limited partnership, BreitBurn GP, LLC, a Delaware limited
liability company (the “General
Partner”),
and BreitBurn Energy Partners L.P., a Delaware limited partnership
(the
“Partnership”).
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Ladies
and Gentlemen:
Reference
is hereby made to the Omnibus Agreement for all purposes. Any capitalized term
used but not defined herein has the meaning given such term in the Omnibus
Agreement.
Upon
the
sale by Provident of its limited partner interests in the Partnership (the
“Partnership
Interests”)
and
its limited liability company interests in BreitBurn Management (the
“BreitBurn
Management Interests”)
to the
Partnership on June 17, 2008 (the “Closing
Date”),
Provident and its Affiliates no longer maintain a direct or indirect controlling
interest in the General Partner.
In
connection therewith, the Parties acknowledge and agree that effective
concurrently with the consummation on the Closing Date of such purchase and
sale
of the Partnership Interests and the BreitBurn Management Interests (a) all
rights of the Partnership Group under Section 3.1, if any, of the Omnibus
Agreement in connection with the sale by Provident of the Partnership Interests
and BreitBurn Management Interests to the Partnership shall be waived and (b)
the Omnibus Agreement shall be terminated in all respects.
Please
indicate your acknowledgement of and agreement to the termination of the Omnibus
Agreement and other matters described above by executing this acknowledgement
letter agreement in the space provided below.
[Signature
page follows.]
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Sincerely,
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BREITBURN
GP, LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
Chief Financial Officer
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By:
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BreitBurn
GP, LLC,
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its
general partner
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
Chief Financial Officer
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Agreed
to
and accepted
this
17th
day of
June, 2008:
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PROVIDENT
ENERGY TRUST
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PRO
LP CORP.
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
President
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Title:
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PRO
GP CORP.
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BREITBURN
ENERGY COMPANY L.P.
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By:
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Pro
GP Corp., its general partner
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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||||
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Title:
President
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxx
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Title:
President
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Signature
Page
