Exhibit
4.1

    


    UNIT
PURCHASE RIGHTS AGREEMENT

    


    between

    


    BREITBURN
ENERGY PARTNERS L.P.

    


    and

    


    AMERICAN
STOCK TRANSFER & TRUST COMPANY LLC,

    


    as
Rights Agent

    


    Dated
as of December 22, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          	
                  Section
      1.

                	
                  Certain
      Definitions

                	
                   1

                
	
                  Section
      2.

                	
                  Appointment
      of Rights Agent

                	
                  5
      

                
	
                  Section
      3.

                	
                  Issue
      of Right Certificates

                	
                  5

                
	
                  Section
      4.

                	
                  Form
      of Right Certificates

                	
                  6

                
	
                  Section
      5.

                	
                  Countersignature
      and Registration

                	
                  7

                
	
                  Section
      6.

                	
                  Transfer,
      Split Up, Combination and Exchange of Right Certificates; Mutilated,
      Destroyed, Lost or Stolen Right Certificates

                	
                  8
      

                
	
                  Section
      7.

                	
                  Exercise
      of Rights; Purchase Price; Expiration Date of Rights

                	
                  8

                
	
                  Section
      8.

                	
                  Cancellation
      and Destruction of Right Certificates

                	
                  9

                
	
                  Section
      9.

                	
                  Availability
      of Common Units

                	
                  10

                
	
                  Section
      10.

                	
                  Common
      Units Record Date

                	
                  11

                
	
                  Section
      11.

                	
                  Adjustment
      of Purchase Price, Number of Units or Number of Rights

                	
                  11

                
	
                  Section
      12.

                	
                  Certificate
      of Adjusted Purchase Price or Number of Units

                	
                  17

                
	
                  Section
      13.

                	
                  Consolidation,
      Merger or Sale or Transfer of Assets or Earning Power

                	
                  17

                
	
                  Section
      14.

                	
                  Fractional
      Rights and Fractional Units

                	
                  19

                
	
                  Section
      15.

                	
                  Rights
      of Action

                	
                   
      20

                
	
                  Section
      16.

                	
                  Agreement
      of Right Holders

                	
                   
      20

                
	
                  Section
      17.

                	
                  Right
      Certificate Holder Not Deemed a Unitholder

                	
                   
      21

                
	
                  Section
      18.

                	
                  Concerning
      the Rights Agent

                	
                   
      21

                
	
                  Section
      19.

                	
                  Merger
      or Consolidation or Change of Name of Rights Agent

                	
                   
      22

                
	
                  Section
      20.

                	
                  Duties
      of Rights Agent

                	
                   
      22

                
	
                  Section
      21.

                	
                  Change
      of Rights Agent

                	
                   
      24

                
	
                  Section
      22.

                	
                  Issuance
      of New Right Certificates

                	
                   
      24

                
	
                  Section
      23.

                	
                  Redemption

                	
                   
      25

                
	
                  Section
      24.

                	
                  Exchange

                	
                   
      25

                
	
                  Section
      25.

                	
                  Notice
      of Certain Events

                	
                   
      27

                
	
                  Section
      26.

                	
                  Notices

                	
                   
      28

                
	
                  Section
      27.

                	
                  Supplements
      and Amendments

                	
                   
      28

                
	
                  Section
      28.

                	
                  Successors

                	
                   
      29

                
	
                  Section
      29.

                	
                  Determinations
      and Actions by the General Partner, etc

                	
                   
      29

                
	
                  Section
      30.

                	
                  Benefits
      of this Agreement

                	
                   
      29

                
	
                  Section
      31.

                	
                  Severability

                	
                   
      29

                
	
                  Section
      32.

                	
                  Governing
      Law

                	
                   
      29

                
	
                  Section
      33.

                	
                  Counterparts

                	
                   
      30

                
	
                  Section
      34.

                	
                  Descriptive
      Headings

                	
                   
      30

                


        

      

    

    


    Exhibits:

     

    A           Form
of Right Certificate

     

    B           Summary
of Rights to Purchase Common Units

     

    
      
        
        

      

      
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    UNIT
PURCHASE RIGHTS AGREEMENT

    


    This Unit
Purchase Rights Agreement, dated as of December 22, 2008 (this “Agreement”), is
between BreitBurn Energy Partners L.P., a Delaware limited partnership (the
“Partnership”),
and American Stock Transfer & Trust Company LLC, as rights agent (the “Rights
Agent”).

    


    WHEREAS,
the board of directors of the General Partner (as defined below) of the
Partnership has authorized and declared an issuance and a distribution of one
unit purchase right (a “Right”) for each Unit
(as defined below) of the Partnership outstanding on December 31, 2008 (the
“Record Date”),
each Right representing the right to purchase one Common Unit (as defined
below), having the rights, preferences and privileges set forth in the
Partnership Agreement (as defined below), upon the terms and subject to the
conditions herein set forth, and has further authorized and directed the
issuance of one Right with respect to each Unit (as defined below) of the
Partnership that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are defined below), in each case with each Right being
issued to the holder at such time of a corresponding Unit.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereby agree as follows:

    


    Section
1.                      Certain
Definitions.  For purposes of this Agreement, the following
terms have the meanings indicated:

    


    (a)           “Acquiring Person”
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of 20% or more of the Common Units
then outstanding, but shall not include any Exempt
Person.  Notwithstanding the foregoing, no Person who would otherwise
qualify as an Acquiring Person on the date of this Agreement will be deemed to
be an Acquiring Person for any purpose of this Agreement unless and until such
time as such Person or any Affiliate or Associate of such Person thereafter
becomes the Beneficial Owner of any additional Common Units (whether or not such
Person or such Affiliate or Associate has disposed of Beneficial Ownership of
any Common Units on or after the date of this Agreement), other than as a result
of a unit distribution, unit split or similar transaction effected by the
Partnership in which all holders of Common Units are treated equally; provided
that this exclusion shall cease to apply with respect to any Person at such time
as such Person, together with all Affiliates and Associates of such Person,
ceases to Beneficially Own 20% or more of the then-outstanding Common
Units.  Notwithstanding the foregoing, no Person shall become an
“Acquiring Person” as the result of an acquisition of Common Units by the
Partnership which, by reducing the number of Common Units outstanding, increases
the proportionate number of Common Units Beneficially Owned by such Person,
together with all Affiliates and Associates of such Person, to 20% or more of
the Common Units then outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 20% or more of the Common Units then outstanding
by reason of Common Unit purchases by the Partnership and shall, after such
purchases by the Partnership, become the Beneficial Owner of any additional
Common Units, then such Person shall be deemed to be an Acquiring Person unless
upon the consummation of the acquisition of such additional Common Units such
Person, together with all Affiliates or Associates of such Person, does not own
20% or more of the Common Units then outstanding.  Notwithstanding the
foregoing, if the General Partner determines in good faith that a Person who
would otherwise be an “Acquiring Person” became the Beneficial Owner of a number
of Common Units such that the Person would otherwise qualify as an “Acquiring
Person” inadvertently (including, without limitation, because (A) such Person
was unaware that it beneficially owned a percentage of Common Units that would
otherwise cause such Person to be an “Acquiring Person” or (B) such Person was
aware of the extent of its Beneficial Ownership of Common Units but had no
actual knowledge of the consequences of such Beneficial Ownership under this
Agreement) and without any intention of changing or influencing control of the
Partnership, then such Person shall be deemed not to be or to have become an
“Acquiring Person” for any purposes of this Agreement unless and until such
Person shall have failed to divest itself, as soon as practicable (as
determined, in good faith, by the General Partner), of Beneficial Ownership of a
sufficient number of Common Units so that such Person would no longer otherwise
qualify as an “Acquiring Person.”

    


    
      
        
        

      

      
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    (b)           “Affiliate” and “Associate” shall have
the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) as in
effect on the date of this Agreement.

    


    (c)           A
Person shall be deemed the “Beneficial Owner” of,
shall be deemed to have “Beneficial Ownership”
of and shall be deemed to “beneficially own” any
securities:

    


    (i)           which
such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly, within the meaning of Rule 13d-3 of the General Rules
and Regulations under the Exchange Act as in effect on the date of this
Agreement;

    


    (ii)           which
such Person or any of such Person’s Affiliates or Associates has (A) the right
to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights (other than the Rights),
warrants or options, or otherwise; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, (1) securities tendered
pursuant to a tender or exchange offer made by or on behalf of such Person or
any of such Person’s Affiliates or Associates until such tendered securities are
accepted for purchase or exchange or (2) securities which a Person or any of
such Person’s Affiliates or Associates may be deemed to have the right to
acquire pursuant to any merger or other acquisition agreement between the
Partnership and such Person (or one or more of its Affiliates or Associates) if
such agreement has been approved by the General Partner prior to such Person
becoming an Acquiring Person; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; provided, however, that a Person shall
not be deemed the Beneficial Owner of, or to beneficially own, any security if
the agreement, arrangement or understanding to vote such security
(1) arises solely from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations promulgated under the
Exchange Act and (2) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or

    


    
      
        
        

      

      
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    (iii)           which
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person or any of such Person’s
Affiliates or Associates has any agreement, arrangement or understanding,
whether in writing or not (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities), for the purpose of acquiring, holding, voting (except
to the extent contemplated by the proviso to Section 1(c)(ii)(B)) or disposing
of any securities of the Partnership; provided, however, that in no case shall
an officer or director of the General Partner be deemed to be (x) the Beneficial
Owner of any securities beneficially owned by another officer or director of the
General Partner solely by reason of actions undertaken by such persons in their
capacity as officers or directors of the General Partner or (y) the Beneficial
Owner of securities held of record by the trustee of any employee benefit plan
of the General Partner or any Subsidiary of the Partnership for the benefit of
any employee of the Partnership or any Subsidiary of the Partnership, other than
the officer or director, by reason of any influence that such officer or
director may have over the voting of the securities held in the
plan.

    


    Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase
“then outstanding,” when used with reference to a Person’s Beneficial Ownership
of securities of the Partnership, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own
beneficially hereunder.

    


    (d)           “Assignee” shall have
the meaning ascribed to it in the Partnership Agreement.

    


    (e)           “Book Entry” shall
mean, with respect to any uncertificated Units issued by the Partnership, the
registration of such Unit or Units in the name of the applicable holder on the
books and records of the Partnership upon such issuance or upon any transfer of
such Units in accordance with the Partnership Agreement.

    


    (f)           “Business Day” shall
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in New York are authorized or obligated by law or executive order
to close.

    


    (g)           “Close of Business” on
any given date shall mean 5:00 p.m., Eastern Time, on such date; provided,
however, that if such date is not a Business Day it shall mean 5:00 p.m.,
Eastern Time, on the next succeeding Business Day.

    


    (h)           “Common Unit” shall
mean a Unit representing a fractional part of the Partnership Interests of all
Limited Partners and Assignees and having the rights and obligations specified
with respect to Common Units in the Partnership Agreement.

    


    (i)           “Exempt Person” shall
mean the Partnership, the General Partner, any Subsidiary of the Partnership or
the General Partner, or any employee benefit plan or employee unit purchase plan
of the Partnership or the General Partner or of any Subsidiary of the
Partnership or the General Partner, or any trust or other entity organized,
appointed, established or holding Units for or pursuant to the terms of any such
plan.

    


    
      
        
        

      

      
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    (j)           “General Partner”
shall mean BreitBurn GP, LLC, a Delaware limited liability company, and its
successors and permitted assigns that are admitted to the Partnership as general
partner of the Partnership, in its capacity as general partner of the
Partnership (except as the context otherwise requires).

    


    (k)           “General Partner
Interest” shall mean the management interest of the General Partner in
the Partnership in its capacity as a general partner. The General Partner
Interest does not have any rights to ownership, profit or any rights to receive
distributions from operations or the liquidation of the
Partnership.

    


    (l)           “Limited Partner”
shall have the meaning ascribed to it in the Partnership Agreement.

    


    (m)           “Limited Partner
Interest” shall mean the ownership interest of a Limited Partner or
Assignee in the Partnership, which may be evidenced by Common Units or other
Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which such Limited Partner or Assignee is
entitled as provided in the Partnership Agreement, together with all obligations
of such Limited Partner or Assignee to comply with the terms and provisions of
the Partnership Agreement.

    


    (n)           “Partners” means the
General Partner and the Limited Partners.

    


    (o)           “Partnership
Agreement” shall mean the First Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of October 10, 2006, as amended by
Amendment No. 1 to the First Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of June 17, 2008, as the same may be
amended or supplemented from time to time hereafter.

    


    (p)           “Partnership Interest”
shall mean an interest in the Partnership which shall include General Partner
Interests and Limited Partner Interests.

    


    (q)           “Partnership Security”
shall mean any class or series of equity interest in the Partnership (but
excluding any options, rights, warrants and appreciation rights relating to an
equity interest in the Partnership), including Common Units.

    


    (r)           “Person” shall mean
any individual, firm, corporation, partnership, limited partnership, limited
liability company, joint venture, association, trust, unincorporated
organization, group or other entity, and shall include any successor (by merger
or otherwise) of such entity.

    


    (s)           “Record Holder” shall
mean (a) the Person in whose name a Common Unit is registered on the books of
the transfer agent for the Common Units as of the opening of business on a
particular Business Day, or (b) with respect to other Partnership Interests, the
Person in whose name any such other Partnership Interest is registered on the
books that the General Partner has caused to be kept as of the opening of
business on such Business Day.

    


    
      
        
        

      

      
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    (t)           “Section 13 Event”
shall mean any event described in clause (x), (y) or (z) of Section
13(a).

    


    (u)           “Subsidiary” of any
Person shall mean any corporation or other entity of which a majority of the
voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by such Person.

    


    (v)           “Triggering Event”
shall be deemed to have occurred upon the date on which any Person (other than
an Exempt Person) becomes an Acquiring Person.

    


    (w)           “Unit” shall mean a
Partnership Security that is designated as a “Unit” and shall include Common
Units but shall not include the General Partner Interest.

    


    (x)           “Unit Acquisition
Date” shall mean the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report filed
pursuant to Section 13(d) under the Exchange Act) by the Partnership or an
Acquiring Person that an Acquiring Person has become such or such earlier date
as the General Partner shall become aware of the existence of an Acquiring
Person; provided that, if such Person is determined not to have become an
Acquiring Person pursuant to Section 1(a) hereof, then no Unit Acquisition Date
shall be deemed to have occurred.

    


    Section
2.                      Appointment of Rights
Agent.  The Partnership hereby appoints the Rights Agent to act
as agent for the Partnership and the holders of the Rights (who, in accordance
with Section 3 hereof, shall prior to the Distribution Date also be the holders
of the Units) in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment.  The Partnership may from time
to time appoint such co-Rights Agents as it may deem necessary or
desirable.

    


    Section
3.                      Issue of Right
Certificates.  (a)  Until the earlier of (i) the
Close of Business on the tenth calendar day after the Unit Acquisition Date or
(ii) the Close of Business on the tenth Business Day (or such later date as may
be determined by action of the General Partner prior to such time as any Person
becomes an Acquiring Person) after the date of commencement by any Person (other
than an Exempt Person) of, or after the date of the first public announcement of
the intention of any Person (other than an Exempt Person) to commence, a tender
or exchange offer the successful consummation of which would result in any
Person (other than an Exempt Person) becoming the Beneficial Owner of Common
Units aggregating 20% or more of the then outstanding Common Units (including
any such date which is after the date of this Agreement and prior to the
issuance of the Rights; the earlier of such dates being herein referred to as
the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates, or Book Entries, for Units registered
in the names of the holders thereof (which certificates or Book Entries in each
case shall also be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Units made in accordance
with the Partnership Agreement.  As soon as practicable after the
Distribution Date, the Partnership will prepare and execute, the Rights Agent
will countersign, and the Partnership will send or cause to be sent (and the
Rights Agent will, if requested, send) by first-class, insured, postage-prepaid
mail, to each record holder of Units as of the Close of Business on the
Distribution Date (other than an Acquiring Person or any Associate or Affiliate
of an Acquiring Person), at the address of such holder shown on the records of
the Partnership, a certificate, in substantially the form of Exhibit A hereto (a
“Right
Certificate”), evidencing one Right for each Unit so held, subject to
adjustment as provided for herein.  If an adjustment in the number of
Rights per Unit has been made pursuant to Section 11 hereof, then at the time of
distribution of the Right Certificates, the Partnership shall make the necessary
and appropriate rounding adjustments (in accordance with Section 14(a) hereof)
so that Right Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates and may be transferred solely by the transfer of the Right
Certificates as permitted hereby, separately and apart from any transfer of one
or more Units, and the holders of such Right Certificates as listed in the
records of the Partnership or any transfer agent or registrar for the Rights
shall be the record holders thereof.

    


    
      
        
        

      

      
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    (b)           On
the Record Date, or as soon as practicable thereafter, the Partnership will send
a copy of a Summary of Rights to Purchase Common Units, in substantially the
form of Exhibit B hereto
(the “Summary of
Rights”), by first-class, postage-prepaid mail, to each record holder of
Units as of the Close of Business on the Record Date, at the address of such
holder shown on the records of the Partnership.  With respect to
certificates or Book Entries for Units outstanding as of the Record Date, until
the Distribution Date, the Rights will be evidenced by such certificates
registered in the names of the holders thereof (with a copy of the Summary of
Rights attached thereto) or by the Book Entries for Units,
respectively.  Until the Distribution Date (or the earlier of the
Redemption Date or the Final Expiration Date), the surrender for transfer of any
certificate for Units outstanding on the Record Date, with or without a copy of
the Summary of Rights attached thereto, or the transfer of any Unit outstanding
on the Record Date represented by a Book Entry, shall also constitute the
transfer of the Rights associated with the Units represented by such certificate
or Book Entry.

    


    (c)           Unless
the General Partner by resolution adopted at or before the time of the issuance
(including pursuant to the exercise of options under the Partnership’s benefit
plans) of any Units specifies to the contrary, certificates for Units which
become outstanding (including reacquired Units referred to in Section 3(d))
after the Record Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date shall have impressed on, printed
on, written on or otherwise affixed to them the following legend:

    


    This certificate also evidences and
entitles the holder hereof to certain rights as set forth in a Unit Purchase
Rights Agreement, dated as of December 22, 2008, as it may be amended from time
to time (the “Rights
Agreement”), between BreitBurn Energy Partners L.P. (the “Partnership”) and
American Stock Transfer & Trust Company LLC, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Partnership.  Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate.  The
Partnership will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request
therefor.  As described in the Rights Agreement, Rights issued to, or
held by, any Person who is, was or becomes an Acquiring Person (or any Affiliate
or Associate thereof) (as such terms are defined in the Rights Agreement) may
become null and void.

    


    
      
        
        

      

      
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    With
respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Units represented by such
certificates shall be evidenced by such certificates alone, and the transfer of
any Units evidenced by such certificate shall also constitute the transfer of
the Rights associated with the Units represented thereby.

    


    (d)           If
the Partnership purchases or acquires any Units after the Record Date but prior
to the Distribution Date, any Rights associated with such Units shall be
cancelled and retired so that the Partnership shall not be entitled to exercise
any Rights associated with such Units.

    


    Section
4.                      Form of Right
Certificates.  The Right Certificates shall be substantially
the same as Exhibit
A hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Partnership may
determine to be appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any applicable rule or
regulation of any stock exchange or quotation system on which the Rights may
from time to time be listed or to conform to usage.  Subject to the
provisions of Section 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of Common Units as shall be set forth
therein at the purchase price per Common Unit set forth therein (the “Purchase Price”), but
the number of such Common Units and the Purchase Price shall be subject to
adjustment as provided herein.

    


    Section
5.                      Countersignature and
Registration.  The Right Certificates shall be executed on
behalf of the Partnership by the General Partner, and on behalf of the General
Partner by the Chairman of the Board, any Chief Executive Officer, any President
or any Vice Presidents of the General Partner, either manually or by facsimile
signature, and shall be attested by the Secretary or an Assistant Secretary of
the General Partner, either manually or by facsimile signature.  The
Right Certificates shall be countersigned by the Rights Agent and shall not be
valid for any purpose unless countersigned either manually or by facsimile
signature.  If any officer of the General Partner who shall have
signed any of the Right Certificates shall cease to be such officer of the
General Partner before countersignature by the Rights Agent and issuance and
delivery by the Partnership, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the Partnership
with the same force and effect as though the individual who signed such Right
Certificates had not ceased to be such officer of the General Partner; and any
Right Certificate may be signed on behalf of the General Partner by any
individual who, at the actual date of the execution of such Right Certificate,
shall be a proper officer of the General Partner to sign such Right Certificate,
although at the date of the execution of this Agreement any such individual was
not such an officer.

    


    Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its
principal office, books for registration and transfer of the Right Certificates
issued hereunder. Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights evidenced by
each of the Right Certificates, certificate numbers and the date of each of the
Right Certificates.

    


    
      
        
        

      

      
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    Section
6.                      Transfer, Split Up,
Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates.  Subject to the provisions of
Section 14 hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the earlier of the Redemption
Date or the Final Expiration Date, any Right Certificate or Right Certificates
(other than Right Certificates representing Rights that have become void
pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to
Section 24 hereof) may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder
to purchase a like number of Common Units (or, following a Triggering Event,
other securities, cash or other assets, as the case may be) as the Right
Certificate or Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall request
such in writing delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up, combined or
exchanged at the principal office of the Rights Agent.  Neither the
Rights Agent nor the Partnership shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered Right
Certificate until the registered holder shall have completed and signed the
certificate contained in the form of assignment on the reverse side of such
Right Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Partnership shall reasonably
request.  Thereupon the Rights Agent shall countersign and deliver to
the Person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested.  The Partnership may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right
Certificates.

    


    Upon
receipt by the Partnership and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Partnership’s request,
reimbursement to the Partnership and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Partnership will make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

    


    Section
7.                      Exercise of Rights; Purchase
Price; Expiration Date of Rights.  (a)  The
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein), in whole or in part, at any time
after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the principal office of the Rights Agent, together with payment
of the Purchase Price for each Common Unit as to which the Rights are exercised,
at or prior to the earliest of (i) the Close of Business on December 22, 2011 (the “Final Expiration
Date”), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”), or
(iii) the time at which such Rights are exchanged as provided in Section 24
hereof.

    


    
      
        
        

      

      
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    (b)           The
Purchase Price for each Common Unit purchasable pursuant to the exercise of a
Right shall initially be $40.00, and shall be subject to adjustment from time to
time as provided in Section 11 or 13 hereof and shall be payable in lawful money
of the United States of America in accordance with Section 7(c)
below.

    


    (c)           Upon
receipt of a Right Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Purchase Price
for the Common Units to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right Certificate in
accordance with Section 9(d) hereof by certified check, cashier’s check or money
order payable to the order of the Partnership, the Rights Agent shall thereupon
promptly (i) (A) requisition from any transfer agent the Common Unit
certificates for the number of Common Units to be purchased and the Partnership
hereby irrevocably authorizes any such transfer agent to comply with all such
requests, or (B) if the Partnership shall have elected, in its sole discretion,
to deposit Common Units issuable upon exercise of the Rights with a depositary
agent, requisition from the depositary agent depositary receipts representing
such number of Common Units as are to be purchased (in which case certificates
for the Common Units represented by such receipts shall be deposited by the
transfer agent with the depositary agent) and the Partnership hereby directs the
depositary agent to comply with such request, (ii) when appropriate, requisition
from any transfer agent the Common Unit certificates for the number of Common
Units to be issued in lieu of issuance of fractional Common Units as determined
in accordance with Section 14 hereof, and (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder.  If the Partnership
is obligated to issue other securities of the Partnership, pay cash and/or
distribute other property pursuant to Section 11(a) hereof, the Partnership will
make all arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, when
appropriate.

    


    (d)           If
the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the Rights Agent to the
registered holder of such Right Certificate or to his duly authorized assigns,
subject to the provisions of Section 14 hereof.

    


    (e)           The
Partnership covenants and agrees that it will maintain the ability to issue the
number of Common Units that will be sufficient to permit the exercise in full of
all outstanding Rights in accordance with this Section 7.

    


    Section
8.                      Cancellation and Destruction
of Right Certificates.  All Right Certificates surrendered for
the purpose of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Partnership or to any of its agents, be delivered to the
Rights Agent for cancellation or in cancelled form, or, if surrendered to the
Rights Agent, shall be cancelled by it, and no Right Certificates shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Agreement.  The Partnership shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Right Certificate purchased or acquired by the Partnership otherwise
than upon the exercise thereof.  The Rights Agent shall deliver all
cancelled Right Certificates to the Partnership, or shall, at the written
request of the Partnership, destroy such cancelled Right Certificates, and, in
such case shall deliver a certificate of destruction thereof to the
Partnership.

    


    
      
        
        

      

      
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    Section
9.                      Availability of Common
Units.  (a) The Partnership covenants and agrees that it will
take all such action as may be necessary to ensure that all Common Units
delivered upon exercise of Rights shall, at the time of delivery of the
certificates for any such Common Units (subject to payment of the Purchase
Price), be duly authorized and validly issued and fully paid (to the extent
required under the Partnership Agreement) and nonassessable Common Units (except
as such nonassessability may be affected by Section 17-607 of the Delaware Act
(as defined in the Partnership Agreement)).

    


    (b)           So
long as the Common Units issuable and deliverable upon the exercise of the
Rights may be listed on any national securities exchange, the Partnership shall
use its best efforts to promptly cause, from and after such time as the Rights
become exercisable, all Common Units and other securities reserved for such
issuance to be listed on such exchange upon official notice of issuance upon
such exercise.

    


    (c)           The
Partnership shall use its best efforts to (i) file, as soon as practicable
following the earliest date after the first occurrence of a Triggering Event
with respect to which the consideration to be delivered by the Partnership upon
exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under the
Securities Act of 1933 (the “Securities Act”) with
respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Securities Act) until the earlier of
(A) the date as of which the Rights are no longer exercisable for such
securities and (B) the Final Expiration Date. After the date set forth in
clause (i) of the first sentence of this Section 9(c), the Partnership
may temporarily suspend, for a period not to exceed ninety (90) days, the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective. Upon any such suspension, the
Partnership shall issue a public announcement stating, and notify the Rights
Agent, that the exercisability of the Rights has been temporarily suspended, as
well as a public announcement and notification to the Rights Agent at such time
as the suspension is no longer in effect. The Partnership will also take such
action as may be appropriate under, or to ensure compliance with, the securities
or “blue sky” laws of the various states in connection with the exercisability
of the Rights. Notwithstanding any provision of this Agreement to the contrary,
the Rights shall not be exercisable in any jurisdiction, unless the requisite
qualification in such jurisdiction shall have been obtained, or an exemption
therefrom shall be available, and until a registration statement, if required,
has been declared effective.

    


    (d)           The
Partnership further covenants and agrees that it will pay when due and payable
any and all federal and state transfer taxes and charges which may be payable in
respect of the issuance or delivery of the Right Certificates or of any Common
Units upon the exercise of Rights.  The Partnership shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the
issuance or delivery of certificates or depositary receipts for the Common Units
in a name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or to issue or to deliver any
certificates or depositary receipts for Common Units upon the exercise of any
Rights until any such tax shall have been paid (any such tax being payable by
the holder of such Right Certificate at the time of surrender) or until it has
been established to the Partnership’s reasonable satisfaction that no such tax
is due.

    


    
      
        
        

      

      
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    Section
10.                                Common Units Record
Date.  Each Person in whose name any Common Units are issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Common Units on, and any certificate representing such
Common Units shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable transfer taxes) was made and such Person is registered as
the Record Holder (as defined in the Partnership Agreement) of such Common
Units; provided, however, that, if the date of such surrender and payment is a
date upon which the Common Units transfer books of the Partnership are closed,
such Person shall be deemed to have become the record holder of such Common
Units on, and any such certificate shall be dated, the next succeeding Business
Day on which the Common Units transfer books of the Partnership are
open.

    


    Section
11.                                Adjustment of Purchase
Price, Number of Units or Number of Rights.  The Purchase
Price, the number of Common Units covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as provided in this
Section 11.

    


    (a)           (i)           If
the Partnership shall at any time after the date of this Agreement (A) declare a
distribution on the Common Units payable in Common Units, (B) subdivide the
outstanding Common Units, (C) combine the outstanding Common Units into a
smaller number of Common Units, or (D) issue any Partnership Securities in a
reclassification of the Common Units (including any such reclassification in
connection with a consolidation or merger in which the Partnership is the
continuing or surviving entity), then, in each such event, except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such distribution or of the effective date of such subdivision,
combination or reclassification, and the number and kind of Partnership
Securities issuable in respect of the Rights on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of Partnership
Securities which, if such Right had been exercised immediately prior to such
date and at a time when the Common Unit transfer books of the Partnership were
open, such holder would have owned upon such exercise and been entitled to
receive by virtue of such distribution, subdivision, combination or
reclassification.  If an event occurs that would require an adjustment
under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be in addition to,
and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii) hereof.

    


    (ii)           (A)  Subject
to the terms of this Agreement, if a Triggering Event shall have occurred, then
from and after the date of such Triggering Event, each holder of a Right shall
thereafter have a right to receive, except as provided in this Section
11(a)(ii), upon exercise thereof at a price equal to the then current Purchase
Price, such number of Common Units of the Partnership as shall equal the result
obtained by (x) multiplying the then current Purchase Price by the number of
Common Units for which a Right was exercisable immediately prior to the
Triggering Event and dividing that product by (y) 50% of the then current per
unit market price of the Common Units (determined pursuant to Section 11(d)
hereof) on the date of such event (such number of Common Units, the “Adjustment
Units”).

    


    
      
        
        

      

      
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    (B)           If
any Person shall become an Acquiring Person and the Rights shall then be
outstanding, the Partnership shall not take any action that would eliminate or
diminish the benefits intended to be afforded by the Rights.

    


    (C)            From
and after the occurrence of a Triggering Event, any Rights that are or were
acquired or beneficially owned by any Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) on or after the earlier of (x) the date of
such event and (y) the Distribution Date shall be void and any holder of such
Rights shall thereafter have no right to exercise such Rights under any
provision of this Agreement.  No Right Certificate shall be issued
pursuant to Section 3 that represents Rights beneficially owned by an Acquiring
Person whose Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof; no Right Certificate shall be issued at any time
upon the transfer of any Rights to an Acquiring Person whose Rights would be
void pursuant to the preceding sentence or any Associate or Affiliate thereof or
to any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person
whose Rights would be void pursuant to the preceding sentence shall be
cancelled.

    


    (iii)            In
lieu of issuing Common Units in accordance with Section 11(a)(ii) hereof,
the Partnership may, if the General Partner determines that such action is
necessary or appropriate and not contrary to the interest of holders of Rights
(and, if the Partnership cannot issue a sufficient number of Common Units to
permit the exercise in full of the Rights, or if any necessary approval for such
issuance has not been obtained by the Partnership), the Partnership shall:
(A) determine the excess of (1) the value of the Adjustment Units
issuable upon the exercise of a Right (the “Current Value”) over
(2) the then current Purchase Price (such excess, the “Spread”) and
(B) with respect to each Right (other than the Rights which have become
null and void pursuant to Section 11(a)(ii)), make adequate provision to
substitute for such Adjustment Units, upon exercise of the Rights,
(1) cash, (2) a reduction in the Purchase Price, (3) other equity
securities of the Partnership (including, without limitation, Partnership
Securities which the General Partner has determined to have the same value as
Common Units (such Partnership Securities are referred to herein as “Unit Equivalents”)),
except to the extent that the Partnership has not obtained any necessary
approval for such issuance, (4) debt securities of the Partnership, except
to the extent that the Partnership has not obtained any necessary approval for
such issuance, (5) other assets, or (6) any combination of the
foregoing, having an aggregate value equal to the Spread, where such aggregate
value has been determined by the General Partner based upon the advice of a
nationally recognized investment banking firm selected by the General Partner;
provided, however, if the Partnership shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days
following the later of (x) the first occurrence of a Triggering Event and
(y) the date on which the Partnership’s right of redemption pursuant to
Section 23(a) expires (the later of (x) and (y) being referred to
herein as the “Section
11(a)(ii) Trigger Date”), then the Partnership shall be obligated to
deliver, upon the surrender for exercise of a Right and without requiring
payment of the Purchase Price, Common Units (to the extent available), except to
the extent that the Partnership has not obtained any necessary approval for such
issuance, and then, if necessary, cash, which Common Units and/or cash have an
aggregate value equal to the Spread.  If the General Partner shall
determine in good faith that it is likely that sufficient additional Common
Units could be authorized for issuance upon exercise in full of the Rights and
that any necessary approval for such issuance will be obtained, the thirty
(30)-day period set forth above may be extended to the extent necessary, but not
more than ninety (90) days after the Section 11(a)(ii) Trigger Date,
in order that the Partnership may take action to obtain such approval (such
period, as it may be extended, the “Substitution
Period”). To the extent that the General Partner determines that some
action need be taken pursuant to the first and/or second sentences of this
Section 11(a)(iii), the Partnership (x) shall provide, subject to
Section 11(a)(ii) hereof, that such action shall apply uniformly to all
outstanding Rights and (y) may suspend the exercisability of the Rights
until the expiration of the Substitution Period in order to seek any
authorization of additional Units, to take any action to obtain any required
regulatory approval and/or to decide the appropriate form of distribution to be
made pursuant to such first sentence and to determine the value
thereof.  In the event of any such suspension, the Partnership shall
issue a public announcement stating that the exercisability of the Rights has
been temporarily suspended, as well as a public announcement at such time as the
suspension is no longer in effect.  For purposes of this
Section 11(a)(iii), the value of the Common Units shall be the current per
unit market price (as determined pursuant to Section 11(d) hereof) of the
Common Units on the Section 11(a)(ii) Trigger Date and the value of any
“Unit Equivalent” shall be determined by the General Partner as of such
date.

    


    
      
        
        

      

      
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    (b)           If
the Partnership shall, at any time after the date of this Agreement, fix a
record date for the issuance of rights, options or warrants to all holders of
Common Units or of any class or series of Unit Equivalents entitling such
holders (for a period expiring no more than forty-five (45) calendar days
after such record date) to subscribe for or purchase Common Units or Unit
Equivalents or securities convertible into Common Units or Unit Equivalents at a
price per unit (or having a conversion price per unit, if a security convertible
into Common Units or Unit Equivalents) less than the then current per unit
market price (as defined in Section 11(d)) of the Common Units or Unit
Equivalents on such record date, then, in each such case, the Purchase Price to
be in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of Common Units and Unit Equivalents
(if any) outstanding on such record date, plus the number of Common Units or
Unit Equivalents, as the case may be, which the aggregate offering price of the
total number of Common Units or Unit Equivalents, as the case may be, so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current per unit market
price, and the denominator of which shall be the number of Common Units and Unit
Equivalents (if any) outstanding on such record date, plus the number of
additional Common Units or Unit Equivalents, as the case may be, to be offered
for subscription or purchase (or into which the convertible securities so to be
offered are initially convertible).  If such subscription price may be
paid in consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
General Partner, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent and the holders
of the Rights. Common Units and Unit Equivalents owned by or held for the
account of the Partnership shall be deemed not outstanding for the purpose of
any such computation. Such adjustment shall be made successively whenever such a
record date is fixed, and if such rights, options or warrants are not so issued,
the Purchase Price shall be adjusted to be the Purchase Price which would then
be in effect if such record date had not been fixed.

    


    
      
        
        

      

      
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    (c)           If
the Partnership shall, at any time after the date of this Agreement, fix a
record date for the making of an issuance or distribution to all holders of
Common Units or of any class or series of Unit Equivalents (including any such
issuance or distribution made in connection with a consolidation or merger in
which the Partnership is the continuing or surviving entity), of evidences of
indebtedness or assets (other than a regular quarterly cash distribution, if
any, or a distribution payable in Common Units) or subscription rights or
warrants (excluding those referred to in Section 11(b)), then, in each such
case, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the current per unit
market price (as determined pursuant to Section 11(d) hereof) of a Common
Unit or a Unit Equivalent on such record date, less the fair market value (as
determined in good faith by the General Partner, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and holders of the Rights) of the portion of the assets or
evidences of indebtedness so to be issued or distributed or of such subscription
rights or warrants applicable to a Common Unit or Unit Equivalent, as the case
may be, and the denominator of which shall be such current market price (as
determined pursuant to Section 11(d) hereof) of a Common Unit or Unit
Equivalent on such record date. Such adjustments shall be made successively
whenever such a record date is fixed, and if such issuance or distribution is
not so made, the Purchase Price shall be adjusted to be the Purchase Price which
would have been in effect if such record date had not been fixed.

    


    (d)           (i)           The
“current per unit
market price” of any security (a “Security”) for the
purpose of this Section 11(d)(i) on any date shall be the average of the daily
closing prices per unit of such Security for the 30 consecutive Trading Days (as
defined below) immediately prior to such date; provided, however, that, if the
current per unit market price of the Security is determined during a period
following the announcement by the issuer of such Security of (A) a distribution
on such Security payable in units of such Security or securities convertible
into such units, or (B) any subdivision, combination or reclassification of such
Security and prior to the expiration of 30 Trading Days after the
ex-distribution date for such distribution, or the record date for such
subdivision, combination or reclassification, then, and in each such case, the
current per unit market price shall be appropriately adjusted to reflect the
current market price per unit equivalent of such Security.  The
closing price for each day shall be the last sale price, regular way, or, if no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on any national securities exchange or, if the Security is not listed or
admitted to trading on any national securities exchange, the last sale price or,
if such last sale price is not reported, the average of the high bid and low
asked prices in the over-the-counter market, as reported by any applicable
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the
General Partner.  The term “Trading Day” shall
mean a day on which the principal national securities exchange on which the
Security is listed or admitted to trading is open for the transaction of
business or, if the Security is not listed or admitted to trading on any
national securities exchange, a Business Day.

    


    
      
        
        

      

      
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    (ii)           If
the Common Units are not publicly held or so listed or traded, “current per unit market
price” shall mean the fair value per unit as determined in good faith by
the General Partner, whose determination shall be described in a statement filed
with the Rights Agent.

    


    (e)           No
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price; provided,
however, that any adjustments which by reason of this Section 11(e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one ten-thousandth of a Common Unit or any
other unit or security as the case may be.  Notwithstanding the first
sentence of this Section 11(e), any adjustment required by this Section 11 shall
be made no later than the earlier of (i) three years from the date of the
transaction which requires such adjustment or (ii) the date of the expiration of
the right to exercise any Rights.

    


    (f)           If
as a result of an adjustment made pursuant to Section 11(a) or 13(a) hereof, the
holder of any Right thereafter exercised shall become entitled to receive any
Partnership Securities other than Common Units, thereafter the number of such
other Partnership Securities so receivable upon exercise of any Right and if
required, the Purchase Price thereof, shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Units contained in this Section 11, and
the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Common
Units shall apply on like terms to any such other Partnership
Securities.

    


    (g)           All
Rights originally issued by the Partnership subsequent to any adjustment made to
the Purchase Price hereunder shall evidence the right to purchase, at the
adjusted Purchase Price, the number of Common Units purchasable from time to
time hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

    


    (h)           Unless
the Partnership shall have exercised its election as provided in Section 11(i),
upon each adjustment of the Purchase Price as a result of the calculations made
in Section 11(b) or (c), each Right outstanding immediately prior to the making
of such adjustment shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of Common Units (calculated to the nearest
one ten-thousandth of a Common Unit) obtained by (i) multiplying (x) the number
of Common Units covered by a Right immediately prior to this adjustment by (y)
the Purchase Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase
Price in effect immediately after such adjustment of the Purchase
Price.

    


    
      
        
        

      

      
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    (i)           The
Partnership may elect on or after the date of any adjustment of the Purchase
Price to adjust the number of Rights, in substitution for any adjustment in the
number of Common Units purchasable upon the exercise of a Right.  Each
of the Rights outstanding after such adjustment of the number of Rights shall be
exercisable for the number of Common Units for which a Right was exercisable
immediately prior to such adjustment.  Each Right held of record prior
to such adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase
Price.  The Partnership shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Right Certificates have been issued,
shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the
Partnership shall, as promptly as practicable, cause to be distributed to
holders of record of Right Certificates on such record date Right Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Partnership, shall cause to be distributed to such holders of record in
substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Partnership, new Right Certificates evidencing all the Rights to which such
holders shall be entitled after such adjustment.  Right Certificates
so to be distributed shall be issued, executed and countersigned in the manner
provided for herein and shall be registered in the names of the holders of
record of Right Certificates on the record date specified in the public
announcement.

    


    (j)           Irrespective
of any adjustment or change in the Purchase Price or the number of Common Units
issuable upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and the number of
Common Units which were expressed in the initial Right Certificates issued
hereunder.

    


    (k)           In
any case in which this Section 11 shall require that an adjustment in the
Purchase Price be made effective as of a record date for a specified event, the
Partnership may elect to defer until the occurrence of such event the issuance
to the holder of any Right exercised after such record date of the Common Units
and other Partnership Securities, if any, issuable upon such exercise over and
above the Common Units and other Partnership Securities, if any, issuable upon
such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Partnership shall deliver to such holder
a due bill or other appropriate instrument evidencing such holder’s right to
receive such additional units upon the occurrence of the event requiring such
adjustment.

    


    (l)           Anything
in this Section 11 to the contrary notwithstanding, the Partnership shall be
entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that it
in its sole discretion shall determine to be advisable in order that any
consolidation or subdivision of the Common Units, issuance wholly for cash of
any Common Units at less than the current market price, issuance wholly for cash
of Common Units or securities which by their terms are convertible into or
exchangeable for Common Units, distributions on Common Units payable in Common
Units or issuance of rights, options or warrants referred to hereinabove in
Section 11(b), hereafter made by the Partnership to holders of its Common Units
shall not be taxable to such unitholders.

    


    
      
        
        

      

      
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    (m)           The Partnership covenants and
agrees that it shall not, at any time after the Distribution Date, effect,
authorize or, to the extent possible, permit to occur any Triggering Event, if
(i) at the time or immediately after such Triggering Event there are any
rights, warrants or other instruments or securities outstanding or agreements in
effect which would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (ii) prior to, simultaneously with
or immediately after a Section 13 Event, the securityholders of the Person
who constitutes, or would constitute, the “Principal Party” for purposes of
Section 13(b) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates.

    


    Section
12.                                Certificate of Adjusted
Purchase Price or Number of Units.  Whenever an adjustment is
made as provided in Section 11 or 13 hereof, the Partnership shall promptly (a)
prepare a certificate setting forth such adjustment, and a brief statement of
the facts accounting for such adjustment, (b) file with the Rights Agent and
with each transfer agent for the Units, including the Common Units, a copy of
such certificate and (c) if such adjustment occurs at any time after the
Distribution Date, mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 25 hereof.  Notwithstanding the
foregoing sentence, the failure of the Partnership to make such certification or
give such notice shall not affect the validity of such adjustment or the force
or effect of the requirement for such adjustment.

    


    Section
13.                                Consolidation, Merger or
Sale or Transfer of Assets or Earning Power.  (a) If, directly
or indirectly, at any time after a Person has become an Acquiring Person, (x)
the Partnership shall consolidate with, or merge with and into, any other Person
(other than a Subsidiary of the Partnership) and the Partnership shall not be
the continuing or surviving entity of such merger, (y) any Person (other than a
Subsidiary of the Partnership) shall consolidate with the Partnership, or merge
with and into the Partnership and the Partnership shall be the continuing or
surviving entity of such merger and, in connection with such merger, all or part
of the Units shall be changed into or exchanged for stock or other securities of
any other Person (or the Partnership) or cash or any other property, or (z) the
Partnership shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the
Partnership and its Subsidiaries (taken as a whole) to any other Person other
than the Partnership or one or more of its wholly-owned Subsidiaries, then, and
in each such case, proper provision shall be made so that (i) each holder of a
Right (except as otherwise provided herein and except for an Acquiring Person
and any Associates or Affiliates of an Acquiring Person) shall thereafter have
the right to receive, upon the exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of Common Units for which a
Right is then exercisable, in accordance with the terms of this Agreement and in
lieu of Common Units, such number of authorized and issued, fully paid and
nonassessable common units or equivalent securities (the “Common Securities”)
of the Principal Party (as hereinafter defined) free of any liens, encumbrances,
rights of first refusal or other adverse claims, as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the number of
Common Units for which a Right is then exercisable immediately prior to the
first occurrence of a Section 13 Event, and dividing that product by (B) 50% of
the then current per unit market price of the Common Securities of the Principal
Party (determined pursuant to Section 11(d) hereof) on the date of consummation
of such Section 13 Event; (ii) the issuer of such Common Securities shall
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Partnership pursuant to this Agreement;
(iii) the term “Partnership” shall thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions of Section
11 hereof shall apply only to such Principal Party following the first
occurrence of the Section 13 Event; and (iv) such Principal Party shall take
such steps, including but not limited to, the reservation of a sufficient number
of shares of its Common Securities, in connection with such consummation as may
be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the Common Securities
deliverable upon the exercise of the Rights.

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

       

    

    (b)           “Principal
Party” shall mean (i) in the case of any transaction described in clause (x) or
(y) of the first sentence of Section 13(a), the Person that is the issuer of any
securities into which Units are converted in such merger or consolidation, and
if no securities are issued, the Person that is the other party to such merger
or consolidation; and (ii) in the case of any transaction described in clause
(z) of the first sentence of Section 13(a), the Person that is the party
receiving the greatest portion of the assets or earning power transferred
pursuant to such transaction or transactions; provided, however, that in any
such case, (x) if such Person is a direct or indirect Subsidiary of another
Person, “Principal Party” shall refer to such other Person and (y) if such
Person is a Subsidiary, directly or indirectly, of more than one Person,
“Principal Party” shall refer to whichever of such Persons is the issuer of
Common Securities having the greatest aggregate value.

    


    (c)           If,
for any reason, the Rights cannot be exercised for Common Securities of such
Principal Party as provided in Section 13(a), or, if within 60 days
following the completion of any such transaction such Common Securities have not
been issued, then each holder of Rights shall have the right to exchange its
Rights for the right to receive cash from such Principal Party in an amount
equal to the number of Common Securities that it would otherwise be entitled to
purchase times 50% of the current per share market price, as determined pursuant
to Section 11(d) hereof, of such Common Securities of such Principal Party.
If, for any reason, the foregoing formulation cannot be applied to determine the
cash amount into which the Rights are exchangeable, then the General Partner,
based upon the advice of one or more nationally recognized investment banking
firms, and based upon the total value of the Partnership, shall determine such
amount reasonably and with good faith which shall be paid to the holders of
Rights. Any such determination shall be final and binding on the Rights
Agent.

    


    (d)           If
the Principal Party has a provision in any of its authorized securities or in
its certificate of incorporation or by-laws or any other instrument governing
its affairs, which provision would have the effect of (i) causing such Principal
Party to issue (other than to holders of Rights pursuant to this Section 13), in
connection with, or as a consequence of, the consummation of a transaction
referred to in this Section 13, shares of its Common Securities at less than the
then current market price per share thereof (determined pursuant to Section
11(d) hereof) or securities exercisable for, or convertible into, its Common
Securities at less than such then current market price, or (ii) providing for
any special payment, tax or similar provision in connection with the issuance of
the Common Securities of such Principal Party pursuant to the provisions of
Section 13, then, in such event, the Partnership hereby agrees with each holder
of Rights that it shall not consummate any such transaction unless prior thereto
the Partnership and such Principal Party shall have executed and delivered to
the Rights Agent a supplemental agreement providing that the provision in
question of such Principal Party shall be cancelled, waived or amended, or that
the authorized securities shall be redeemed, so that the applicable provision
will have no effect in connection with, or as a consequence of, the consummation
of the proposed transaction.

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (e)           The
Partnership shall not consummate any Section 13 Event unless the Principal
Party shall have a sufficient number of authorized Common Securities that have
not been issued or that have been reserved for issuance to permit the exercise
in full of the Rights in accordance with this Section 13 and unless prior
thereto the Partnership and such issuer shall have executed and delivered to the
Rights Agent a supplemental agreement confirming that such Principal Party
shall, upon consummation of such Section 13 Event, assume this Agreement in
accordance with Sections 13(a) and (b) hereof, that all rights of first
refusal or preemptive rights in respect of the issuance of Common Securities of
such Principal Party upon exercise of outstanding Rights have been waived, that
there are no rights, warrants, instruments or securities outstanding or any
agreements or arrangements which, as a result of the consummation of such
transaction, would eliminate or substantially diminish the benefits intended to
be afforded by the Rights and that such transaction shall not result in a
default by such Principal Party under this Agreement, and further providing
that, as soon as practicable after the date of such Section 13 Event, such
Principal Party will:

    


    (i)           prepare
and file a registration statement under the Securities Act with respect to the
Rights and the securities purchasable upon exercise of the Rights on an
appropriate form, use its best efforts to cause such registration statement to
become effective as soon as practicable after such filing and use its best
efforts to cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Securities Act) until
the Final Expiration Date, and similarly comply with applicable state securities
laws;

    


    (ii)           use
its best efforts to list (or continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on a national securities
exchange; and

    


    (iii)           deliver
to holders of the Rights historical financial statements for such Principal
Party which comply in all respects with the requirements for registration on
Form 10 (or any successor form) under the Exchange Act.

    


    (f)           The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.  If a Section 13 Event
shall occur at any time after the occurrence of an event described in Section
11(a)(ii), the Rights which have not theretofore been exercised shall thereafter
become exercisable in the manner described in Section 13(a).

    


    Section
14.                                Fractional Rights and
Fractional Units.  (a) The Partnership shall not be required to
issue fractions of Rights or to distribute Right Certificates which evidence
fractional Rights.  In lieu of such fractional Rights, there shall be
paid to the registered holders of the Right Certificates with regard to which
such fractional Rights would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole Right.  For
the purposes of this Section 14(a), the current market value of a whole Right
shall be the closing price of the Rights for the Trading Day immediately prior
to the date on which such fractional Rights would have been otherwise
issuable.  The closing price for any day shall be the last sale price,
regular way, or, if no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case, as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading or, if the Rights are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by any applicable system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Rights selected by the General Partner.  If on any such date no
such market maker is making a market in the Rights, the fair value of the Rights
on such date as determined in good faith by the General Partner shall be
used.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (b)           The
Partnership shall not issue fractions of Common Units upon exercise of the
Rights or distribute certificates or make Book Entries which evidence fractional
Common Units. In lieu of issuing fractional Common Units, each fractional Common
Unit shall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit
shall be rounded to the next higher Common Unit) and the Partnership shall issue
to the registered holders of Right Certificates at the time such Rights are
exercised as herein provided an additional Common Unit, if necessary, in lieu of
issuing fractional Common Units.

     

    (c)           The
holder of a Right by the acceptance of the Right expressly waives his right to
receive any fractional Rights or any fractional Units upon exercise of a Right
(except as provided above).

     

    Section
15.                                Rights of
Action.  All rights of action in respect of this Agreement,
excepting the rights of action given to the Rights Agent under Section 18
hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Units); and any registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Units), without the consent of the Rights Agent or of
the holder of any other Right Certificate (or, prior to the Distribution Date,
of the Units), may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Partnership to
enforce, or otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Agreement.  Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to seek specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to, this
Agreement.

     

    Section
16.                                Agreement of Right
Holders.  Every holder of a Right, by accepting the same,
consents and agrees with the Partnership and the Rights Agent and with every
other holder of a Right that:

     

    (a)           prior
to the Distribution Date, the Rights will be transferable only in connection
with the transfer of the Units;


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

    (b)           after
the Distribution Date, the Right Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the principal office of the
Rights Agent, duly endorsed or accompanied by a proper instrument of transfer;
and

     

    (c)           the
Partnership and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, prior to the Distribution Date, the associated Unit
certificate or Book Entry) is registered as the absolute owner thereof and of
the Rights evidenced thereby (notwithstanding, to the fullest extent permitted
by law, any notations of ownership or writing on the Right Certificates or the
associated Unit certificate made by anyone other than the Partnership or the
Rights Agent) for all purposes whatsoever, and neither the Partnership nor the
Rights Agent shall be affected by any notice to the contrary.

     

    Section
17.                                Right Certificate Holder Not
Deemed a Unitholder.  No holder, as such, of any Right
Certificate shall be entitled to vote, receive distributions or be deemed for
any purpose the holder of Common Units or any other Partnership Securities which
may at any time be issuable on the exercise of the Rights represented thereby,
nor shall anything contained herein or in any Right Certificate be construed to
confer upon the holder of any Right Certificate, as such, any of the rights of a
unitholder of the Partnership or any right to vote for the election of directors
or upon any matter submitted to unitholders at any meeting thereof, or to give
or withhold consent to any action, or to receive notice of meetings or other
actions affecting unitholders (except as provided in Section 25 hereof), or to
receive distributions or subscription rights, or otherwise, until the Right or
Rights evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof and, to the extent applicable, the holder
shall have been admitted to the Partnership as a Limited Partner.

     

    Section
18.                                Concerning the Rights
Agent.  The Partnership agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder, and, from
time to time, on demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and execution of
this Agreement and the exercise and performance of its duties
hereunder.  The Partnership also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or expense, incurred
without gross negligence, bad faith or willful misconduct on the part of the
Rights Agent, for anything done or omitted by the Rights Agent in connection
with the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability in the
premises.

     

    The
Rights Agent shall be protected and shall incur no liability for, or in respect
of any action taken, suffered or omitted by it in connection with, its
administration of this Agreement in reliance upon any Right Certificate or
certificate for the Common Units or for other Partnership Securities, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    Section
19.                                Merger or Consolidation or
Change of Name of Rights Agent.  Any corporation into which the
Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any
corporation succeeding to the stock transfer or corporate trust business of the
Rights Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided, that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof.  If at the time such successor
Rights Agent shall succeed to the agency created by this Agreement any of the
Right Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights
Agent and deliver such Right Certificates so countersigned; and, if at that time
any of the Right Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.

     

    If at any
time the name of the Rights Agent shall be changed and at such time any of the
Right Certificates shall have been countersigned but not delivered, the Rights
Agent may adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and if at that time any of the Right Certificates
shall not have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name; and, in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

     

    Section
20.                                Duties of Rights
Agent.  The Rights Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions, by all of
which the Partnership and the holders of Right Certificates, by their acceptance
thereof, shall be bound:

     

    (a)           The
Rights Agent may consult with legal counsel (who may be legal counsel for the
Partnership), and the opinion of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such opinion.

     

    (b)           Whenever
in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Partnership prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, any Chief Executive
Officer, any President, any Vice President, the Treasurer or the Secretary of
the General Partner and delivered to the Rights Agent; and such certificate
shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Agreement in reliance upon such
certificate.

     

    (c)           The
Rights Agent shall be liable hereunder to the Partnership and any other Person
only for its own gross negligence, bad faith or willful misconduct.

     

    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    (d)           The
Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Agreement or in the Right Certificates
(except its countersignature thereof) or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the
Partnership only.

     

    (e)           The
Rights Agent shall not be under any responsibility in respect of the validity of
this Agreement or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or execution of any
Right Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Partnership of any covenant or condition
contained in this Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights (including the
Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in
the terms of the Rights (including the manner, method or amount thereof)
provided for in Section 3, 11, 13, 23 or 24, or the ascertainment of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Common Units to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Common Units will, when
issued, be validly authorized and issued, fully paid and
nonassessable.

     

    (f)           The
Partnership agrees that it will perform, execute, acknowledge and deliver or
cause to be performed, executed, acknowledged and delivered all such further and
other acts, instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent of the
provisions of this Agreement.

     

    (g)           The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chairman
of the Board, any Chief Executive Officer, any President, any Vice President,
the Secretary or the Treasurer of the General Partner, and to apply to such
officers for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered by it in good faith in accordance
with instructions of any such officer or for any delay in acting while waiting
for those instructions.

     

    (h)           The
Rights Agent and any stockholder, director, officer or employee of the Rights
Agent may buy, sell or deal in any of the Rights or other securities of the
Partnership or become pecuniarily interested in any transaction in which the
Partnership may be interested, or contract with or lend money to the Partnership
or otherwise act as fully and freely as though it were not Rights Agent under
this Agreement.  Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Partnership or for any other legal
entity.

     

    (i)           The
Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either itself or by or through its attorneys
or agents, and the Rights Agent shall not be answerable or accountable for any
act, default, neglect or misconduct of any such attorneys or agents or for any
loss to the Partnership resulting from any such act, default, neglect or
misconduct; provided that reasonable care was exercised in the selection and
continued employment thereof.

     

    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    

     

    Section
21.                                Change of Rights
Agent.  The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing mailed to the Partnership and to each transfer agent of the
Units by registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  The Partnership may remove the
Rights Agent or any successor Rights Agent upon 30 days’ notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Units by registered or certified mail, and to the
holders of the Right Certificates by first-class mail.  If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Partnership shall appoint a successor to the Rights Agent.  If the
Partnership shall fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice, submit his Right
Certificate for inspection by the Partnership), then the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent,
whether appointed by the Partnership or by such a court, shall be (a) a
corporation organized and doing business under the laws of the United States or
of the State of New York (or of any other state of the United States so long as
such corporation is authorized to do business as a banking institution in the
State of New York), in good standing, having an office in the State of New York,
which is authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million or (b) an Affiliate of a
corporation described in clause (a) of this sentence.  After
appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose.  Not later than the effective date
of any such appointment, the Partnership shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Units, and mail
a notice thereof in writing to the registered holders of the Right
Certificates.  Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     

    Section
22.                                Issuance of New Right
Certificates.  Notwithstanding any of the provisions of this
Agreement or of the Rights to the contrary, the Partnership may, at its option,
issue new Right Certificates evidencing Rights in such form as may be approved
by the General Partner to reflect any adjustment or change in the Purchase Price
and the number or kind or class of Units or other securities or property
purchasable under the Right Certificates made in accordance with the provisions
of this Agreement.  In addition, in connection with the issuance or
sale of Units following the Distribution Date and prior to the earlier of the
Redemption Date and the Final Expiration Date, the Partnership (a) shall,
with respect to Units so issued or sold pursuant to the exercise, conversion or
exchange of securities hereinafter issued by the Partnership and (b) may,
in any other case, if deemed necessary or appropriate by the General Partner,
issue Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
Right Certificate shall be issued and this sentence shall be null and void ab
initio if, and to the extent that, such issuance or this sentence would create a
significant risk of or result in material adverse tax consequences to the
Partnership or the Person to whom such Right Certificate would be issued and
(ii) no such Right Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

     

    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    

     

    Section
23.                                Redemption.  (a)  The
Partnership may, at its option and with the approval of the General Partner, at
any time prior to the Close of Business on the earlier of (i)  the Unit
Acquisition Date or (ii) the Final Expiration Date, redeem all but not less
than all of the then outstanding Rights at a redemption price of $0.001 per
Right (with respect to each holder of Rights, rounded up to the nearest cent for
the aggregate Rights held by such holder), and appropriately adjusted to reflect
any unit split, unit distributions or similar transaction occurring after the
date hereof (such redemption price being hereinafter referred to as the “Redemption Price”)
and the Partnership may, at its option, pay the Redemption Price either in
Common Units (based on the current per unit market price thereof (as determined
pursuant to Section 11(d) hereof) at the time of redemption) or
cash.  The redemption of the Rights by the Partnership may be made
effective at such time, on such basis and with such conditions as the General
Partner in its sole discretion may establish.

     

    (b)           Immediately
upon the action of the Partnership, following the approval of the General
Partner, ordering the redemption of the Rights pursuant to Section 23(a), and
without any further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights
shall be to receive the Redemption Price.  The Partnership shall
promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption.  Within 10 days after such action of the
Partnership ordering the redemption of the Rights, the Partnership shall mail a
notice of redemption to all the holders of the then outstanding Rights at their
last addresses as they appear upon the registry books of the Rights Agent or,
prior to the Distribution Date, on the registry books of the transfer agent for
the Units.  Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice.  Each such notice of redemption will state the method by which
the payment of the Redemption Price will be made.  Neither the
Partnership nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of Units prior to the Distribution
Date.

     

    Section
24.                                Exchange.  (a)  The
General Partner may, at its option, at any time after any Person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii) hereof) for Common Units at an exchange ratio of
one Common Unit for each two Common Units for which each Right is then
exercisable pursuant to the provisions of Section 11(a)(ii), appropriately
adjusted to reflect any unit split, unit distribution or similar transaction
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the General Partner
shall not be empowered to effect such exchange at any time after any Person
(other than any Exempt Person), together with all Affiliates and Associates of
such Person, becomes the Beneficial Owner of 50% or more of the Common Units
then outstanding.  The exchange of the Rights by the General Partner
may be made effective at such time and on such basis and with such conditions as
the General Partner in its sole discretion may establish.

     

    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    (b)           Immediately
upon the action of the General Partner ordering the exchange of any Rights
pursuant to Section 24(a) and without any further action and without any notice,
the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Units equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio.  The Partnership shall promptly give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange.  The
Partnership promptly shall mail a notice of any such exchange to all of the
holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice.  Each such notice of exchange will state the method by which
the exchange of the Common Units for Rights will be effected, and, in the event
of any partial exchange, the number of Rights which will be
exchanged.  Any partial exchange shall be effected pro rata based on
the number of Rights (other than Rights which have become void pursuant to the
provisions of Section 11(a)(ii) hereof) held by each holder of
Rights.

     

    (c)           If
there are not sufficient Common Units issued but not outstanding, or authorized
but unissued, on the Exchange Date to permit any exchange of Rights as
contemplated in accordance with Section 24, the Partnership shall either
take all such action as may be necessary to authorize additional Common Units
for issuance upon exchange of the Rights or alternatively, at the option of the
General Partner, with respect to each Right (i) pay cash in an amount equal
to the Current Market Value (as defined below), in lieu of issuing Common Units
in exchange therefor, or (ii) issue debt or equity securities or a
combination thereof, having a value equal to the Current Market Value, in lieu
of issuing Common Units in exchange for each such Right, where the value of such
securities shall be determined by a nationally recognized investment banking
firm selected by the General Partner, or (iii) deliver any combination of
cash, property, Common Units and/or other securities having a value equal to the
Current Market Value in exchange for each Right. For purposes of this
Section 24(c) only, the Current Market Value shall mean the product of the
current per unit market price of Common Units (determined pursuant to
Section 11(d) on the date of the occurrence of the event described above in
subparagraph (a)) multiplied by the number of Common Units for which the Right
otherwise would be exchangeable if there were sufficient units available. To the
extent that the Partnership determines that some action need be taken pursuant
to clauses (i), (ii) or (iii) of this Section 24(c), the General
Partner may temporarily suspend the exercisability of the Rights for a period of
up to sixty (60) days following the date on which the event described in
Section 24(a) shall have occurred, in order to seek any authorization of
additional Common Units and/or to decide the appropriate form of distribution to
be made pursuant to the above provision and to determine the value thereof. In
the event of any such suspension, the Partnership shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended.

     

    (d)           The
Partnership shall not issue fractions of Common Units or distribute certificates
or make Book Entries which evidence fractional Common Units.  In lieu
of such fractional Common Units, the Partnership shall issue to the registered
holders of the Right Certificates with regard to which such fractional Common
Units would otherwise be issuable an additional Common Unit, if necessary,
determined in accordance with Section 14 hereof.

     

    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    (e)           The
General Partner may, at its option, at any time before any Person has become an
Acquiring Person, exchange all or part of the then outstanding Rights for rights
of substantially equivalent value, as determined reasonably and with good faith
by the General Partner, based upon the advice of one or more nationally
recognized investment banking firms.

     

    (f)           Immediately
upon the action of the General Partner ordering the exchange of any Rights
pursuant to subsection (e) of this Section 24 and without any further
action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive
that number of rights in exchange therefor as has been determined by the General
Partner in accordance with subsection (e) above. The Partnership shall give
public notice of any such exchange; provided, however, that the failure to give,
or any defect in, such notice shall not affect the validity of such exchange.
The Partnership shall mail a notice of any such exchange to all of the holders
of such Rights at their last addresses as they appear upon the registry books of
the transfer agent for the Units of the Partnership. Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of exchange will state the method by which
the exchange of the Rights will be effected.

     

    Section
25.                                Notice of Certain
Events.  (a)  If the Partnership shall, at any time
after the Distribution Date, propose (i) to pay any distribution payable in
Common Units to the holders of its Common Units or to make any other issuance or
distribution to the holders of its Common Units (other than a regular quarterly
cash distribution), (ii) to offer to the holders of the Common Units rights or
warrants to subscribe for or to purchase any additional Common Units or other
Units or any other securities, rights or options, (iii) to effect any
reclassification of its Common Units (other than a reclassification involving
only the subdivision of outstanding Units), (iv) to effect any consolidation or
merger into or with, or to effect any sale or other transfer (or to permit one
or more of its Subsidiaries to effect any sale or other transfer), in one or
more transactions, of 50% or more of the assets or earning power of the
Partnership and its Subsidiaries (taken as a whole) to, any other Person, or (v)
to effect the liquidation, dissolution or winding up of the Partnership, then,
in each such case, the Partnership shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such unit
distribution, or issuance or distribution of rights or warrants, or the date on
which such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution or winding up is to take place and the date of participation therein
by the holders of the Units, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (i) or (ii) above
at least 10 days prior to the record date for determining holders of the Units
for purposes of such action, and, in the case of any such other action, at least
10 days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Units, whichever shall be the
earlier.

     

    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    (b)           If
the event set forth in Section 11(a)(ii) hereof shall occur, then the
Partnership shall as soon as practicable thereafter give to each holder of a
Right Certificate, in accordance with Section 26 hereof, a notice of the
occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii)
hereof.

     

    Section
26.                                Notices.  Notices
or demands authorized by this Agreement to be given or made by the Rights Agent
or by the holder of any Right Certificate to or on the Partnership shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Rights Agent) as
follows:

     

    BreitBurn Energy Partners
L.P.

    515 South Flower Street, Suite
4800

    Los Angeles, California
90071

    


    Subject
to the provisions of Section 21 hereof, any notice or demand authorized by this
Agreement to be given or made by the Partnership or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Partnership) as follows:

     

    American Stock Transfer & Trust
Company LLC

    59 Maiden Lane

    New York, New York
10038

    Attn:  Corporate Trust
Department

    


    Notices
or demands authorized by this Agreement to be given or made by the Partnership
or the Rights Agent to the holder of any Right Certificate shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as shown on the registry books of the
Partnership.

     

    Section
27.                                Supplements and
Amendments.  Except as provided in the penultimate sentence of
this Section 27, for so long as the Rights are then redeemable, the Partnership
may in its sole and absolute discretion, and the Rights Agent shall if the
Partnership so directs, supplement or amend any provision of this Agreement in
any respect without the approval of any holders of the Rights.  At any
time when the Rights are no longer redeemable, except as provided in the
penultimate sentence of this Section 27, the Partnership may, and the Rights
Agent shall, if the Partnership so directs, supplement or amend this Agreement
without the approval of any holders of Rights, provided that no such supplement
or amendment may (a) materially adversely affect the interests of the holders of
Rights as such (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person), (b) cause this Agreement again to become amendable other
than in accordance with this sentence or (c) cause the Rights again to become
redeemable.  Notwithstanding anything contained in this Agreement to
the contrary, no supplement or amendment shall be made which changes the
Redemption Price.  Upon the delivery of a certificate from an
appropriate officer of the General Partner which states that the supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent
shall execute such supplement or amendment, provided that any supplement or
amendment that does not amend Sections 18, 19, 20 or 21 hereof or this Section
27 in a manner adverse to the Rights Agent shall become effective immediately
upon execution by the Partnership, whether or not also executed by the Rights
Agent.

     

    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    

     

    Section
28.                                Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Partnership or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

     

    Section
29.                                Determinations and Actions
by the General Partner, etc.  For all purposes of this
Agreement, any calculation of the number of Units outstanding at any particular
time, including for purposes of determining the particular percentage of such
outstanding Units of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The General Partner shall have the
exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the General Partner, or the
Partnership or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to
(i) interpret the provisions of this Agreement and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions
with respect to the foregoing) which are done or made by the General Partner in
good faith, shall (x) be final, conclusive and binding on the Partnership,
the Rights Agent, the holders of the Right Certificates and all other parties
and (y) to the fullest extent permitted by law, not subject the General
Partner to any liability to the holders of the Rights.

     

    Section
30.                                Benefits of this
Agreement.  Nothing in this Agreement shall be construed to
give to any Person other than the Partnership, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Units) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Partnership, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Units).

     

    Section
31.                                Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the General Partner determines in its good
faith judgment that severing the invalid language from this Agreement would
adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the close of business on the tenth day following the date of such
determination by the General Partner.

     

    Section
32.                                Governing
Law.  This Agreement and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed
entirely within such State.

     

    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    

     

    Section
33.                                Counterparts.  This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

     

    Section
34.                                Descriptive
Headings.  Descriptive headings of the several Sections of this
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

     

    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

     

    
      
        	
                BREITBURN
      ENERGY PARTNERS L.P.

              
	
                By:

              	
                BreitBurn
      GP, LLC,

              
	 
      	
                its
      general partner

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                /s/Halbert S. Washburn

              
	
                Name:
      Halbert S. Washburn

              
	
                Title:
      Co-Chief Executive Officer

              
	 
      	 
      
	 
      	 
      
	
                AMERICAN
      STOCK TRANSFER &

              
	
                TRUST
      COMPANY LLC, as Rights Agent

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                  /s/Herbert J.
      Lemmer

              
	
                Name:  Herbert
      J. Lemmer

              
	
                Title:  Vice
      President

              


      

    

     

    
      
         


      

      
        
          [Signature
Page – Rights Agreement]  

        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM
OF

    RIGHT
CERTIFICATE

     

    
      
        	
                Certificate
      No. R-_____

              	
                ______ Rights

              


      

    

     

    NOT
EXERCISABLE AFTER DECEMBER 22, 2011 OR EARLIER IF TERMINATED BY THE PARTNERSHIP
OR IF THE PARTNERSHIP EXCHANGES THE RIGHTS PURSUANT TO THE UNIT PURCHASE RIGHTS
AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
PARTNERSHIP, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE UNIT PURCHASE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE UNIT PURCHASE RIGHTS AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.

     

    Right
Certificate

     

    BREITBURN
ENERGY PARTNERS L.P.

     

    This
certifies that _____________________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Unit
Purchase Rights Agreement, dated as of December 22, 2008 (the “Rights Agreement”),
between BreitBurn Energy Partners L.P., a Delaware limited partnership (the
“Partnership”),
and American Stock Transfer & Trust Company LLC (the “Rights Agent”), to
purchase from the Partnership at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to 5:00 p.m., New York, New
York time, on December 22, 2011, at the principal
office of the Rights Agent, or at the office of its successor as Rights Agent,
one common unit representing a limited partner interest (the “Common Units”) of the
Partnership, at a purchase price of $40.00 per Common Unit (the “Purchase Price”),
upon presentation and surrender of this Right Certificate with the Form of
Election to Purchase duly executed.  The number of Rights evidenced by
this Right Certificate (and the number of Common Units which may be purchased
upon exercise hereof) set forth above, and the Purchase Price set forth above,
are the number and Purchase Price as of December 22, 2008, based on the Common
Units as constituted at such date.  As provided in the Rights
Agreement, the Purchase Price and the number of Common Units which may be
purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain
events.

     

    This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Partnership and the holders of the Right Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights
Agreement.  Copies of the Rights Agreement are on file at the
principal executive offices of the Partnership and the above-mentioned offices
of the Rights Agent.

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    This
Right Certificate, with or without other Right Certificates, upon surrender at
the principal office of the Rights Agent, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of Common Units as the
Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase.  If this Right
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.

     

    Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Right
Certificate (i) may be redeemed by the Partnership, at its option, at a
redemption price of $0.001 per Right or (ii) may be exchanged by the
Partnership in whole or in part for Common Units, substantially equivalent
rights or other consideration as determined by the Partnership.

     

    No
fractional Common Units will be issued upon the exercise of any Right or Rights
evidenced hereby, but in lieu thereof an additional Common Unit may be issued,
if necessary, as provided by and in accordance with the terms of the Rights
Agreement.

     

    No holder
of this Right Certificate shall be entitled to vote or receive distributions or
be deemed for any purpose the holder of the Common Units or of any other
securities of the Partnership which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
unitholder of the Partnership or any right to vote upon any matter submitted to
unitholders at any meeting thereof, or to give or withhold consent to any
action, or to receive notice of meetings or other actions affecting unitholders
(except as provided in the Rights Agreement), or to receive distributions or
subscription rights, or otherwise, until the Right or Rights evidenced by this
Right Certificate shall have been exercised as provided in the Rights Agreement
and, to the extent applicable, the holder hereof shall have been admitted to the
Partnership as a limited partner.

     

    This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    WITNESS
the facsimile signature of the proper officers of the General Partner of the
Partnership.

     

    Dated as
of ___________________, 20__.

     

    


    
      
        	
                ATTEST:

              	 
      	 
      	
                BREITBURN
      ENERGY PARTNERS L.P.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                BreitBurn
      GP, LLC,

              
	 
      	 
      	 
      	 
      	
                its
      general partner

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                   

              	 
      	
                By:

              	
                   

              
	
                Name:

              	
                   

              	 
      	
                Name:

              	
                   

              
	
                Title:

              	
                   

              	 
      	
                Title:

              	
                   

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Countersigned:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                AMERICAN
      STOCK TRANSFER & TRUST

              	 
      	 
      	 
      
	
                COMPANY
      LLC, as Rights Agent

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                   

              	 
      	 
      	 
      
	 
      	
                Authorized
      Signature

              	 
      	 
      	 
      


      

    

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    Form of
Reverse Side of Right Certificate

     

    FORM OF
ASSIGNMENT

     

    (To be
executed by the registered holder if such holder

    desires
to transfer the Right Certificate)

     

    FOR VALUE
RECEIVED, _____________________________ hereby sells, assigns and transfers unto
________________

    ___________________________________________________________________________________________________

    ___________________________________________________________________________________________________

     

    (Please
print name and address of transferee)

     

    this
Right Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint __________________ Attorney, to
transfer the within Right Certificate on the books of the within-named
Partnership, with full power of substitution.

     

    Dated:
___________________, ____.

     

    
      
        	
                   

              
	
                Signature

              


      

    

     

     

    
      

    

     

    
      
        

      

    

    (Please
print name and address)

     

    Signature
Guaranteed:

     

    The
signature(s) should be guaranteed by an Eligible Guarantor Institution (e.g.,
banks, stockbrokers, savings and loan associations and credit unions that are
members of approved signature guarantee medallion program) as defined in Rule
17Ad-15 of the Rules and Regulations promulgated under the Securities Exchange
Act of 1934.

     

    The
undersigned hereby certifies that the Rights evidenced by this Right Certificate
are not beneficially owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).

     

    
      
        	
                   

              
	
                Signature

              


      

    

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    Form of
Reverse Side of Right Certificate — continued

     

    FORM OF ELECTION TO
PURCHASE

    (To be
executed if holder desires to exercise Rights

    represented
by the Right Certificate)

     

    TO
BREITBURN ENERGY PARTNERS L.P.

     

    The
undersigned hereby irrevocably elects to exercise _____________ Rights
represented by this Right Certificate to purchase the Common Units issuable upon
the exercise of such Rights and requests that certificates for such Common Units
be issued in the name of:

     

    Please
insert social security or other identifying number:
_____________________________

     

      
        

      

    

     

      
        

      

    

    (Please
print name and address)

     

    If such
number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

     

    Please
insert social security or other identifying number:
_____________________________

     

      
        

      

       

      
        

      

    

    (Please
print name and address)

     

    Dated:
___________________

     

    
      
        	
                   

              
	
                Signature

              


      

    

     

    Signature
Guaranteed:

     

    The
signature(s) should be guaranteed by an Eligible Guarantor Institution (e.g.,
banks, stockbrokers, savings and loan associations and credit unions that are
members of approved signature guarantee medallion program) as defined in Rule
17Ad-15 of the Rules and Regulations promulgated under the Securities Exchange
Act of 1934.

     

    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    Form of
Reverse Side of Right Certificate — continued

     

    The
undersigned hereby certifies that the Rights evidenced by this Right Certificate
are not beneficially owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).

     

    
      
        	
                   

              
	
                Signature

              


      

    

     

    NOTICE

     

    The
signature in the foregoing Forms of Assignment and Election must conform to the
name as written upon the face of this Right Certificate in every particular,
without alteration or enlargement or any change whatsoever.

     

    If the
certification set forth above in the Form of Assignment or the Form of Election
to Purchase, as the case may be, is not completed, the Partnership and the
Rights Agent will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement) and such Assignment or Election to Purchase
will not be honored.

     

    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    SUMMARY
OF RIGHTS TO PURCHASE

    COMMON
UNITS

     

    On
December 19, 2008, BreitBurn GP, LLC, a Delaware limited liability company and
the general partner (the “General Partner”) of
BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership”),
declared an issuance and distribution of one unit purchase right (a “Right”) for each unit
of limited partner interest in the Partnership (the “Units”).  The
issuance and distribution is payable on December 31, 2008 (the “Record Date”) to the
holders of Units of record on that date.  Each Right entitles the
registered holder to purchase from the Partnership one common unit representing
a limited partner interest (the “Common Units”), of
the Partnership at a price of $40.00 per Common Unit (the “Purchase Price”),
subject to adjustment.  The description and terms of the Rights are
set forth in a Unit Purchase Rights Agreement, dated as of December 22, 2008
(the “Rights
Agreement”), between the Partnership and American Stock Transfer &
Trust Company LLC, as Rights Agent (the “Rights
Agent”).

     

    Until the
earlier to occur of (i) the tenth day following a public announcement that (A) a
person has acquired beneficial ownership of 20% or more of the outstanding
Common Units, or (B) if any person currently owns 20% or more of the outstanding
Common Units, at such time as such person thereafter becomes the beneficial
owner of any additional Common Units, unless such person became the beneficial
owner of such additional Common Units as a result of certain transactions
effected by the Partnership (in either case, an “Acquiring Person”),
or (ii) the tenth business day (subject to extension) after a person commences,
or announces its intention to commence, a tender offer or exchange offer the
successful consummation of which would result in any person becoming the
beneficial owner of the number of units necessary to be an Acquiring Person (the
earlier of such dates being called the “Distribution Date”),
the Rights will be evidenced, with respect to any of the Unit certificates or
uncertificated book entries for the Units (the “Book Entries”)
outstanding as of the Record Date, by such Unit certificates (with a copy of
this Summary of Rights attached thereto) or such Book Entries, as
applicable.  The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Units.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Unit certificates issued after the Record Date,
upon transfer or new issuance of Units will contain a notation incorporating the
Rights Agreement by reference.  Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Units, outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, or the
transfer of any Unit outstanding on the Record Date represented by a Book Entry,
will also constitute the transfer of the Rights associated with the Units
represented by such certificate or Book Entry.

     

    As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (“Right
Certificates”) will be mailed to holders of record of the Units as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.

     

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    The
Rights are not exercisable until the Distribution Date.  The Rights
will expire on December 22, 2011 (the “Final Expiration
Date”), unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed by the Partnership, in each case, as described
below.

     

    The
Purchase Price payable, and the number of Common Units or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a unit distribution on, or
a subdivision, combination or reclassification of, the Common Units, (ii) upon
the grant to holders of the Common Units of certain rights or warrants to
subscribe for or purchase Common Units at a price, or securities convertible
into Common Units with a conversion price, less than the then current market
price of the Common Units or (iii) upon the distribution to holders of the
Common Units of evidences of indebtedness or assets (excluding regular periodic
cash distributions paid out of earnings or retained earnings or distributions
payable in Common Units) or of subscription rights or warrants (other than those
referred to above).

     

    If, after
a person or a group has become an Acquiring Person, the Partnership is acquired
in a merger or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold or transferred (subject to certain
exceptions) (such merger, other business combination, sale or transfer a “Flip-over Event”),
proper provision will be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person, will thereafter have the right
to receive, upon the exercise thereof at the then current exercise price of the
Right, the number of common units or equivalent securities of the
acquiring company equal to the product of (x) the number of Common
Units for which a Right was exercisable immediately prior to the Flip-over
Event and (y)  that number of common units or equivalent securities of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right.  If any person
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of common units or equivalent securities having a market
value of two times the exercise price of the Right.

     

    At any
time after a person or group has become an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Units, the General Partner may exchange the Rights (other than Rights owned by
such person or group which have become void), in whole or in part, at an
exchange ratio of one Common Unit for each two Common Units for which each Right
is then exercisable pursuant to the provisions of the Rights Agreement (subject
to adjustment).

     

    With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% of such Purchase
Price.  No fractional Common Units will be issued and in lieu thereof,
an additional Common Unit may be issued, if necessary, as provided by and in
accordance with the terms of the Rights Agreement.

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    At any
time prior to the earlier of (i) the day of a public announcement by the
Partnership or an Acquiring Person that an Acquiring Person has become such or
such earlier date as the General Partner shall become aware of the existence of
an Acquiring Person, or (ii) the Final Expiration Date, the Partnership,
with the approval of the General Partner, may redeem the Rights in whole, but
not in part, at a price of $0.001 per Right (with respect to each holder of
Rights, rounded up to the nearest cent for the aggregate Rights held by such
holder) (the “Redemption
Price”).  The redemption of the Rights may be made effective at
such time on such basis and with such conditions as the General Partner in its
sole discretion may establish.  Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

     

    As long
as the Rights are redeemable, the terms of the Rights generally may be amended
by the Partnership without the consent of the holders of the
Rights.  However, from and after such time as the Rights are no longer
redeemable, no such amendment by the Partnership may materially adversely affect
the interests of the holders of the Rights (excluding the interest of any
Acquiring Person) or cause the Rights again to become redeemable.  In
no circumstances shall the Redemption Price be amended.

    


    Until a
Right is exercised, the holder thereof, as such, will have no rights as a
unitholder of the Partnership, including the right to vote or to receive
distributions.

     

    A copy of
the Rights Agreement has been filed with the Securities and Exchange Commission
as an exhibit to a Registration Statement on Form 8-A filed on December 23,
2008.  A copy of the Rights Agreement is available free of charge from
the Partnership.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.

     

    
      
         


      

      
        B-3