6,000,000 Common Units BREITBURN ENERGY PARTNERS L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENTLetter Agreement • October 10th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
Agreement by the BreitBurn Parties and the Operative Agreements by the BreitBurn Parties and the BreitBurn Subsidiaries 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 consents which have been obtained or made, (ii) for such consents which (A) are of a routine or administrative nature, (B) are not customarily obtained or made prior to the consummation of transactions such as those contemplated by this Agreement and the Transaction Documents and (C) are expected in the reasonable judgment of the General Partner to be obtained or made in the ordinary course of business subsequent to the consummation of the Transactions, (iii) for such consents which, if not obtained, would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect upon the operations conducted by the Partnership in [applicable state], or (iv) as disclosed
