THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.3

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of August 3, 2011, by and among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS L.P., as Parent Guarantor (“Parent”), BreitBurn GP, LLC (the “Parent GP”), BreitBurn Operating GP, LLC (the “General Partner”) the Subsidiaries of the Parent and/or the Company, as guarantors (the “Subsidiary Guarantors”, and together with the Parent, the Parent GP, and the General Partner, the “Guarantors”), the Lenders (defined below), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity “Administrative Agent”). Capitalized terms used in this Amendment, and not otherwise defined in this Amendment, have the meanings assigned thereto in the Credit Agreement defined below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors, Administrative Agent, Issuing Lender and the Lenders have entered into that certain Second Amended and Restated Credit Agreement dated as of May 7, 2010 as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Consent and First Amendment to Security Agreement dated as of September 17, 2010, and that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 9, 2011 (as further amended, modified or restated from time to time, the “Credit Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed to make certain loans to the Company upon the terms and conditions set forth therein; and

WHEREAS, the Company has requested that the Lenders amend the Credit Agreement as set forth below; and

WHEREAS, subject to the terms hereof, the undersigned Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:

SECTION 1. Amendments to Credit Agreement. Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(a)The following definition is inserted in Section 1.01 (Certain Defined Terms) alphabetically as set forth below.

“Specified Acquisition” means an Acquisition for which: (a) a binding and enforceable purchase and sale agreement has been signed by a Loan Party; and (b) at all times until the Oil and Gas Properties subject to the applicable purchase and sale agreement are acquired by the applicable Loan Party, the Available Borrowing Base is greater than or equal to ten percent (10%) of the then-current Borrowing Base.

(b)Subsection (d) of Section 8.10 (Derivative Contracts) of the Credit Agreement is amended by deleted the last period and inserting “; and” therefor.

(c)Subsection (e) of Section 8.10 (Derivative Contracts) of the Credit Agreement is inserted immediately after Subsection (d) of Section 8.10 of the Credit Agreement and shall read as follows:

(e) Derivative Contracts that would be permitted by clause (a) hereof pertaining to Oil and Gas Properties to be acquired pursuant to a Specified Acquisition; provided that Derivative Contracts pursuant to

this Section 8.10(e) must be terminated within thirty (30) days of the earlier to occur of: (i) the date that is 90 days after the execution of the purchase and sale agreement relating to the Specified Acquisition if the Specified Acquisition has not closed and (ii) the Borrower or the Parent obtaining knowledge with reasonable certainty that the Specified Acquisition will not be consummated.

SECTION 2. Guarantor Confirmation.

(a)The Guarantors hereby consent and agree to this Amendment and each of the transactions contemplated thereby and hereby.

(b)The Company and each of the Guarantors ratifies and confirms the debts, duties, obligations, liabilities, rights, titles, pledges, grants of security interests, liens, powers, and privileges existing by virtue of the Loan Documents to which it is a party.

(c)The Company and each of the Guarantors agrees that the guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Security Agreements and Guaranties to which it is a party, are not impaired, released, diminished or reduced in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all Obligations.

(d)The Company and each of the Guarantors acknowledges and agrees that all terms, provisions, and conditions of the Loan Documents to which it is a party (as amended by this Amendment) shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

SECTION 3. Conditions of Effectiveness. This Agreement and the amendments and consent shall become effective as of the date first set forth above (the “Amendment Effective Date”), provided that the following conditions shall have been satisfied:

(a)Amendment. The Administrative Agent shall have received a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Lenders, the Company, and the Guarantors (which may be by telecopy or PDF transmission).

(b)No Default; Representations and Warranties; No Material Adverse Effect. As of the Amendment Effective Date:

(i) the representations and warranties of the Company and the Guarantors in Article VI of the Credit Agreement and in the other Loan Documents as amended hereby shall be true and correct in all material respects (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in Sections (a) and (b) of Section 6.14 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement);

(ii) no Default or Event of Default shall exist; and

(iii) since December 31, 2010, there shall have been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

(c)Payment of Fees. Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses owed pursuant to this Amendment to the extent then due and payable on the Amendment Effective Date.

(d)Additional Documents. Such other documents, in form and substance satisfactory to Administrative Agent, as the Administrative Agent may reasonably request.

SECTION 4. Representations and Warranties. Each of the Company and the Parent represents and warrants to Administrative Agent and the Lenders, with full knowledge that such Persons are relying on the following representations and warranties in executing this Amendment, as follows:

(a) It has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational action on the part of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken.

(b) The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered to the Administrative Agent and the Lenders in connection with this Amendment to which it is a party constitute the legal, valid and binding obligations of it, to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability.

(d) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment.

(e) After giving effect to this Amendment no Default or Event of Default will exist, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto are true and correct in all material respects on and as of this date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

SECTION 5. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness hereof, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 6. Costs and Expenses. The Company agrees to pay all reasonable legal fees and expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment.

SECTION 7. Extent of Amendments. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are not amended, modified or affected by this Amendment. Each of the Company and the Parent hereby ratifies and confirms that (i) except as expressly amended hereby, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms, and (iii) the Collateral and the Liens on the Collateral securing the Obligations are unimpaired by this Amendment and remain in full force and effect.

SECTION 8. Loan Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms. This Amendment is a Loan Document.

SECTION 9. Claims. As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, each of the Company and the Parent represents and warrants that, as of the date hereof, it does not know of any defenses,

counterclaims or rights of setoff to the payment of any Indebtedness of the Company or the Parent to Administrative Agent, Issuing Lender or any Lender.

SECTION 10. Execution and Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be equally as effective as delivery of a manually executed counterpart.

SECTION 11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws of the United States of America.

SECTION 12. Headings. Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose.

SECTION 13. NO ORAL AGREEMENTS. The rights and obligations of each of the parties to the loan documents shall be determined solely from written agreements, documents, and instruments, and any prior oral agreements between such parties are superseded by and merged into such writings. This Amendment and the other written Loan Documents executed by the Company, the Guarantors, Administrative Agent, Issuing Lender and/or Lenders represent the final agreement between such parties, and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements by such parties. There are no unwritten oral agreements between such parties.

SECTION 14. No Waiver. Each of the Company and the Parent hereby agrees that no Event of Default and no Default has been waived or remedied by the execution of this Amendment by the Administrative Agent or any Lender. Nothing contained in this Amendment nor any past indulgence by the Administrative Agent, Issuing Lender or any Lender, nor any other action or inaction on behalf of the Administrative Agent, Issuing Lender or any Lender, (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events of Default which may exist under the Credit Agreement or the other Loan Documents, or (ii) shall constitute or be deemed to constitute an election of remedies by the Administrative Agent, Issuing Lender or any Lender, or a waiver of any of the rights or remedies of the Administrative Agent, Issuing Lender or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded at law or in equity.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.



		THE COMPANY:

		BREITBURN OPERATING L.P.,
		a Delaware limited Partnership

		By:	BREITBURN OPERATING GP, LLC, its general partner

		By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxxx
		Title:	President

		PARENT:

		BREITBURN ENERGY PARTNERS L.P.,
		a Delaware limited partnership,

		By:	BREITBURN GP, LLC, its general partner

		By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxxx
		Title:	President

		PARENT GP:

		BREITBURN GP, LLC,
		a Delaware limited partnership,

		By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxxx
		Title:	President

		GENERAL PARTNER:
		BREITBURN OPERATING GP, LLC,
		a Delaware limited partnership,

		By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxxx
		Title:	President

Signature Page to Third Amendment





SUBSIDIARY GUARANTORS:

BREITBURN FINANCE CORPORATION
a Delaware corporation

By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
Name:	Xxxxxxx X. Xxxxxxxxxxx
Title:	Co-Chief Executive Officer

BREITBURN MANAGEMENT COMPANY, LLC
a Delaware limited liability company

By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
	Xxxxxxx X. Xxxxxxxxxxx
	President

ALAMITOS COMPANY,
a California corporation

By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
	Xxxxxxx X. Xxxxxxxxxxx
	Co-President

BREITBURN FLORIDA LLC,
a Delaware limited liability company

By:	BreitBurn Operating L.P., its sole member
	By:	BreitBurn Operating GP, LLC, its
		general partner

	By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxxxxx
	Title:	President

BREITBURN XXXXXX LLC,
a Delaware limited liability company

By:	/s/ Xxxxx X. XxXxxxxxx
	Xxxxx X. XxXxxxxxx
	Secretary

Signature Page to Third Amendment






		BEAVER CREEK PIPELINE, L.L.C.,
		a Michigan limited liability company,

		GTG PIPELINE LLC,
		a Virginia limited liability company,

		MERCURY MICHIGAN COMPANY, LLC,
		a Michigan limited liability company,

		TERRA ENERGY COMPANY LLC,
		a Michigan limited liability company, and

		TERRA PIPELINE COMPANY LLC,
		a Michigan limited liability company

		By:	/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxxxx
		Title:	Co-Chief Executive Officer

		PHOENIX PRODUCTION COMPANY,
		a Wyoming corporation and

		PREVENTIVE MAINTENANCE SERVICES LLC,
		a Colorado limited liability company

		By:	/s/ Xxxxx X. XxXxxxxxx
			Xxxxx X. XxXxxxxxx
			Treasurer

Signature Page to Third Amendment



			XXXXX FARGO BANK, NATIONAL ASSOCIATION
			as Administrative Agent, Issuing Lender and a Lender

			By:	/s/ Xxxxxxx Xxxxx
				Xxxxxxx Xxxxx
				Managing Director

			BANK OF MONTREAL
			As a Lender

			By:	/s/ Xxxxxx Xxxxxxxx
			Name:	Xxxxxx Xxxxxxxx
			Title:	Director

			BNP PARIBAS
			As a Lender

			By:	/s/ Xxxxx Xxxxxx
			Name:	Xxxxx Xxxxxx
			Title:	Director

				/s/ Xxxxxxxxx Xxxxxxx
				Xxxxxxxxx Xxxxxxx
				Vice President

			UNION BANK, N.A.
			As a Lender

			By:	/s/ Xxxx Xxxxxxxxx
			Name:	Xxxx Xxxxxxxxx
			Title:	Assistant Vice President

			CITIBANK, N.A.
			As a Lender

			By:	/s/ Xxxxxxxx Xxxxxxxxx
			Name:	Xxxxxxxx Xxxxxxxxx
			Title:	Vice President

Signature Page to Third Amendment



ROYAL BANK OF CANADA
As a Lender

By:	/s/ Xxx X. XxXxxxxxxxx
Name:	Xxx X. XxXxxxxxxxx
Title:	Authorized Signatory

U.S BANK NATIONAL ASSOCIATION
As a Lender

By:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Vice President

BANK OF SCOTLAND plc.
As a Lender

By:	/s/ Xxxxx X. Xxxxxxxx
Name:	Xxxxx X. Xxxxxxxx
Title:	Assistant Vice President

THE ROYAL BANK OF SCOTLAND plc.
As a Lender

By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxx
Title:	Authorized Signatory

BARCLAYS BANK PLC
As a Lender

By:	/s/ Xxxxxxx X. Xxxxxxxxxx
Name:	Xxxxxxx X. Xxxxxxxxxx
Title:	Vice President

CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH
As a Lender

By:	/s/ Xxxxx Xxxxx	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxx	Xxxxx Xxxxxx
Title:	Vice President	Associate

Signature Page to Third Amendment



			TORONTO DOMINION (TEXAS) LLC.
			As a Lender

			By:	/s/ Xxxx Xxxxx
			Name:	Xxxx Xxxxx
			Title:	Authorized Signatory

			XX XXXXXX CHASE BANK, N.A.
			As a Lender

			By:	/s/ Xxxx X. Xxxxx
			Name:	Xxxx X. Xxxxx
			Title:	Authorized Officer

Signature Page to Third Amendment

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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