4,300,000 Common Units Representing Limited Partner Interests BREITBURN ENERGY PARTNERS L.P. UNDERWRITING AGREEMENTUnit Purchase Agreement • February 10th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell 4,300,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 645,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This is to confirm the agreement among the Partnership and BreitBurn GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner,” and, together with the Partnership, the “BreitBurn Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwrit
