THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E)
PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE, OR TRANSFER (1) PURSUANT TO CLAUSE (E) PRIOR TO THE END OF
THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (F) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.
Ex. 1 to App. - 1
[Original Issue Discount Legend]
THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET
SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT
OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY
SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUERS AT THE
FOLLOWING ADDRESS: BREITBURN ENERGY PARTNERS LP, 515 SOUTH FLOWER STREET, SUITE
4800, LOS ANGELES, CA 90071.
Ex. 1 to App. - 2
BREITBURN ENERGY PARTNERS LP
BREITBURN OPERATING LP
BREITBURN FINANCE CORPORATION
No. [
] $[
]
CUSIP No. [
]
ISIN No. [
]
9.25% Senior Secured Second Lien Notes due 2020
Breitburn Energy Partners LP, a Delaware limited partnership, Breitburn
Operating LP, a Delaware limited partnership, and Breitburn Finance Corporation,
a Delaware corporation, jointly and severally promise to pay to __________, or
registered assigns, the principal sum of _________ Dollars on May 18, 2020 [or
such greater or lesser amount as may be indicated on Schedule A hereto].1
Interest Payment Dates: March 31, June 30, September 30 and December 31.
Record Dates: March 15, June 15, September 15 and December 15.
Additional provisions of this Note are set forth on the other side of this Note.
1 If this Note is a Global Note, add this provision.
Ex. 1 to App. - 3
Breitburn Energy Partners LP
By: Breitburn GP, LLC,
its general partner
By:
Name:
Title:
Breitburn Operating LP
By: Breitburn Operating GP, LLC,
its general partner
By:
Name:
Title:
BreitBurn Finance Corporation
By:
Name:
Title:
Ex. 1 to App. - 4
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
U.S. Bank National Association,
as Trustee, certifies