BREITBURN ENERGY PARTNERS LP BREITBURN OPERATING LP BREITBURN FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 9.25% SENIOR SECURED SECOND LIEN NOTES DUE 2020 INDENTURE Dated as of April 8, 2015 U.S. BANK NATIONAL...Indenture • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
This Indenture, dated as April 8, 2015, is among Breitburn Energy Partners LP, a Delaware limited partnership (the “Company”), Breitburn Operating LP, a Delaware limited partnership (“Operating Partnership”), Breitburn Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company and the Operating Partnership, the “Issuers”), the guarantors listed on the signatures page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
SERIES B PREFERRED UNIT PURCHASE AGREEMENT among BREITBURN ENERGY PARTNERS LP and THE PURCHASERS PARTY HERETOSeries B Preferred Unit Purchase Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LP dated as of April 8, 2015, is entered into by and among Breitburn GP LLC, a Delaware limited liability company, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LPAgreement of Limited Partnership • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LP dated as of April 8, 2015, is entered into by and among Breitburn GP LLC, a Delaware limited liability company, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
first AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated effective as of April 8, 2015, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS LP, as Parent Guarantor (the “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”), EACH LENDER SIGNATORY HERETO, and WELLS 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. The Credit Agreement, as amended by this Amendment, and as may b
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2015, by and among Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (collectively, the “Purchasers”).
INTERCREDITOR AGREEMENT dated as of April 8, 2015 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Priority Lien Agent, BREITBURN ENERGY PARTNERS LP, BREITBURN FINANCE CORPORATION, and BREITBURN OPERATING LP and the Subsidiaries of Breitburn Energy...Intercreditor Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE DATED AS OF APRIL 8, 2015, AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AMONG BREITBURN ENERGY PARTNERS LP, BREITBURN FINANCE CORPORATION AND BREITBURN OPERATING LP, AS ISSUERS, CERTAIN SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP FROM TIME TO TIME PARTY THERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT, (B) THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2014, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG BREITBURN OPERATING LP, AS BORROWER, BREITBURN ENERGY PARTNERS LP, AS PARENT GUARANTOR, THE LENDERS PARTY THERETO FROM TIME TO TIME AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, (C) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT AND (D) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE.
SECURITY AGREEMENTSecurity Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is executed as of April 8, 2015, by BREITBURN OPERATING LP, a Delaware limited partnership (the “Company”), Breitburn Energy Partners LP, a Delaware limited partnership (the “Parent Debtor”), BREITBURN FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with the Company and the Parent Debtor, the “Issuers”), each of the other subsidiary entities of the Parent Debtor listed on the signature pages hereto or which becomes a party hereto (each, a “Subsidiary Debtor” and, together with the Company, the Parent Debtor and Finance Corp., each a “Debtor”, and collectively, the “Debtors”), whose mailing addresses are set forth on Annex A hereto, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee and as collateral agent for the Secured Parties under the Indenture described below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
BOARD REPRESENTATION AND STANDSTILL AGREEMENTBoard Representation and Standstill Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT, dated as of April 8, 2015 (this “Agreement”), is entered into by and among Breitburn GP LLC, a Delaware limited liability company (the “General Partner”), Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Breitburn Entities”) and EIG Redwood Equity Aggregator, LP, a Delaware limited partnership (the “Purchaser”). The Breitburn Entities and the Purchaser are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Partnership Agreement (as defined below).
