REGISTRATION RIGHTS AGREEMENT by and among BreitBurn Energy Partners L.P., BreitBurn Finance Corporation, the Guarantors party hereto, and Wells Fargo Securities, LLC as representative of the Initial Purchasers Dated as of September 27, 2012Registration Rights Agreement • September 28th, 2012 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2012, by and among BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Company”), BreitBurn Finance Corporation, a Delaware corporation (“FinCo,” and together with the Company, the “Issuers”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC, as representative of the initial purchasers listed on Schedule A to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 7.875% Senior Notes due 2022 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees related thereto are herein collectively referred to as the “Initial Securities.” The Initial Notes constitute “Additional Notes” (as defined in the In
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”).
BREITBURN ENERGY PARTNERS LP RESTRICTED PHANTOM UNIT AGREEMENTRestricted Phantom Unit Agreement • February 26th, 2016 • Breitburn Energy Partners LP • Crude petroleum & natural gas • Delaware
Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to Name (the “Participant”) the following award of Restricted Phantom Units (“RPUs”), pursuant and subject to the terms and conditions of this Agreement and the Partnership’s First Amended and Restated 2006 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, including without limitation on Exhibit A hereto, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P.BreitBurn Energy Partners L.P. • May 21st, 2014 • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P. dated as of May 21, 2014, 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:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 13th, 2013 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 12th day of December, 2013, by and between CrownRock, L.P., a Delaware limited partnership (the “Seller”), and BreitBurn Operating L.P., a Delaware limited partnership (the “Buyer”). Buyer and Seller are collectively referred to herein as the “Parties” and are sometimes referred to individually as a “Party.”
8.25% Series A Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests BREITBURN ENERGY PARTNERS L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2014 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P.BreitBurn Energy Partners L.P. • October 16th, 2006 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P. dated as of October 10, 2006, is entered into by and between BreitBurn GP, LLC, a Delaware limited liability company, as the General Partner, and BreitBurn Energy Corporation, Pro GP Corp. and Pro LP Corp., each a Delaware corporation, as the Organizational 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:
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 30, 2010 (together with any Exhibits hereto, the “Agreement”), is entered into by and among BreitBurn Energy Partners L.P. (“BreitBurn Partners”), BreitBurn Management Company, LLC (“BMC”), BreitBurn GP, LLC (“BBGP”), and James G. Jackson (the “Executive”). As used herein, the term “Employer” shall be deemed to refer to BreitBurn Partners, BMC and/or BBGP, as the context requires, and the term “BreitBurn Entity” shall be deemed to refer to each Employer and its subsidiaries.
DEBTOR-IN-POSSESSION CREDIT AGREEMENTCredit Agreement • May 26th, 2016 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
Page ARTICLE I DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Other Interpretive Provisions 28 1.03 Accounting Principles 28 ARTICLE II THE CREDIT 29 2.01 Amounts and Terms of the Commitments 29 2.02 Procedure for Borrowings 30 2.03 Conversion and Continuation Elections 31 2.04 Optional Commitment Reductions and Optional Prepayments 31 2.05 Mandatory Prepayments of Loans 32 2.06 Repayment 35 2.07 Fees 35 2.08 Computation of Fees and Interest 37 2.09 Payments by the Company; Borrowings Pro Rata 37 2.10 Issuing the Letters of Credit 38 2.11 Payments to the Administrative Agent; Several Obligations of the Lenders 41 2.12 Sharing of Payments 43 2.13 Swing Line Loans 43 2.15 Defaulting Lenders 46 2.15 Increase in DIP Facility 49 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; REPLACEMENT OF LENDERS 50 3.01 Taxes 50 3.02 Illegality 54 3.03 Increased Costs and Reduction of Return 55 3.04 Funding Losses 56 3.05 Inability to Determine Rates 57 3.06 Certificates of Lenders 57 3.07 Mitigatio
BREITBURN ENERGY PARTNERS, LP CONVERTIBLE PHANTOM UNIT AGREEMENTConvertible Phantom Unit Agreement • February 28th, 2014 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
Pursuant to this Convertible Phantom Unit Agreement, (the “Agreement”), BreitBurn GP, LLC (the “Company”), as the general partner of BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership”), hereby grants to [___________] (the “Participant”) the following award of Convertible Phantom Units (“CPUs”), pursuant and subject to the terms and conditions of this Agreement and the Partnership’s First Amended and Restated 2006 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each CPU is hereby granted in tandem with a corresponding Performance Distribution Right (“PDR”), as further detailed in Section 3 below. Each CPU and PDR shall constitute an “Other Unit-Based Award” under the terms of the Plan. Except as otherwise expressly provided herein (including on Exhibit A hereto), all capitalized terms used in this Agreement, but not otherwise defined, shall have the meanings provided in the
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2008 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August 15, 2008 (together with any Exhibits hereto, the “Agreement”), is entered into by and between BreitBurn Management Company, LLC (“BMC”), BreitBurn GP, LLC ( “BBGP”), and James G. Jackson (the “Executive”). As used herein, the term “Employer” shall be deemed to refer to BMC and/or BBGP, as the context requires.
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, 2008Unit Purchase Rights Agreement • December 23rd, 2008 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
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”).
ASSET PURCHASE AGREEMENT DATED AS OF JULY 26, 2011, BY AND BETWEEN CABOT OIL & GAS CORPORATION, AS SELLER, AND BREITBURN OPERATING L.P., AS BUYERAsset Purchase Agreement • July 29th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2011, is by and between CABOT OIL & GAS CORPORATION, a Delaware corporation (“Seller”), and BREITBURN OPERATING L.P., a Delaware limited partnership (“Buyer”).
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.
SIXTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENTPossession Credit Agreement • November 16th, 2017 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
THIS SIXTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated effective as of November 15, 2017, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (“Parent”), the other 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”).
PURCHASE AGREEMENTRegistration Rights Agreement • September 28th, 2012 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
Pricing Supplement dated September 24, 2012 to the Preliminary Offering Memorandum dated September 24, 2012 of BreitBurn Energy Partners L.P. and BreitBurn Finance Corporation (the “Preliminary Offering Memorandum”). This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used below and not defined herein have the meaning given in the Preliminary Offering Memorandum.
CREDIT AGREEMENT AMONG BREITBURN OPERATING L.P. ANDCredit Agreement • October 16th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is dated as of October 10, 2006, among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), ALAMITOS COMPANY, a California corporation, ALAMITOS COMPANY LLC, a Delaware limited liability company, BREITBURN ENERGY PARTNERS, L.P., a Delaware limited partnership, BREITBURN OPERATING GP, LLC, a Delaware limited liability company, PHOENIX PRODUCTION COMPANY, a Wyoming corporation, and PREVENTIVE MAINTENANCE SERVICES, LLC, a Colorado limited liability company (collectively “Guarantors”), each of the financial institutions from time to time party hereto (individually, a “Lender” and collectively, the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), as lead arranger for the Lenders (in such capacity, “Lead Arranger”), and as Issuing Lender (in such capacity, “Issuing Lender”), CITIBANK, N.A., as syndication agent fo
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LPBreitburn Energy Partners LP • April 14th, 2015 • 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:
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
AGREEMENT by and between PRO GP CORP. ("BECLP GP"), BREITBURN MANAGEMENT COMPANY, LLC ("Manageco), BreitBurn GP, LLC (the "MLP GP"), and HALBERT WASHBURN (the "Executive"), dated as of September , 2006 (the "Agreement").
UNIT PURCHASE AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS L.P. AND THE PURCHASERS NAMED HEREINUnit Purchase Agreement • May 31st, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
UNIT PURCHASE AGREEMENT, dated as of May 16, 2007 (this “Agreement”), by and among BREITBURN ENERGY PARTNERS L.P., a Delaware limited partnership (“BreitBurn”), and each of KAYNE ANDERSON MLP INVESTMENT COMPANY, KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY, KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC., GPS MLP FUND LP, GPS NEW EQUITY FUND LP, ROYAL BANK OF CANADA, LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., ZLP FUND, L.P. and STRUCTURED FINANCE AMERICAS, LLC (a “Purchaser” and, collectively, the “Purchasers”).
AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • April 14th, 2015 • Breitburn Energy Partners LP • Crude petroleum & natural gas • New York
AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP ANDAdministrative Services Agreement • November 5th, 2014 • Breitburn Energy Partners LP • Crude petroleum & natural gas • Delaware
This Amendment No. 3 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) by and between Pacific Coast Energy Company LP, a Delaware limited partnership (“PCEC”), and BreitBurn Management Company, LLC, a Delaware limited liability company (“BreitBurn Management” and collectively with PCEC, the “Parties” and each, a “Party”), is dated as of July 31, 2014 (this “Amendment”). Capitalized terms used herein and not otherwise defined are used as defined in the ASA.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN BREITBURN ENERGY PARTNERS L.P. AND QUICKSILVER RESOURCES INC.Registration Rights Agreement • November 6th, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2007, by and between BreitBurn Energy Partners L.P., a Delaware limited partnership (“BBEP”), and Quicksilver Resources Inc., a Delaware corporation (“Quicksilver”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS L.P. AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • May 29th, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2007 by and among BreitBurn Energy Partners L.P., a Delaware limited partnership (“BreitBurn”), and each of KAYNE ANDERSON MLP INVESTMENT COMPANY, KAYNE ANDERSON CAPITAL INCOME PARTNERS (QP), LP, KAYNE ANDERSON MLP FUND, LP, KAYNE ANDERSON REAL ASSETS FUND, L.P., KAYNE ANDERSON INCOME PARTNERS, L.P., KAYNE ANDERSON NON-TRADITIONAL INVESTMENTS, LP, ARBCO II, L.P., KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, LP, ROYAL BANK OF CANADA, LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., LEHMAN BROTHERS INC., ZLP FUND, L.P., STRUCTURED FINANCE AMERICAS, LLC, and CREDIT SUISSE MANAGEMENT LLC (a “Purchaser” and, collectively, the “Purchasers”).
AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PARTNERSHIP OF BREITBURN GP, LLCBreitBurn Energy Partners L.P. • January 6th, 2011 • Crude petroleum & natural gas • Delaware
This Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of BREITBURN GP, LLC, a Delaware limited liability company (the “Company”), dated as of December 30, 2010 (this “Amendment”), is entered into by BreitBurn Energy Partners L.P., a Delaware limited partnership (“MLP”), as sole member of the Company (the “Sole Member”).
OMNIBUS AGREEMENT AMONG BREITBURN ENERGY HOLDINGS LLC, BEC (GP) LLC, BREITBURN ENERGY COMPANY L.P., BREITBURN GP, LLC, BREITBURN MANAGEMENT COMPANY, LLC AND BREITBURN ENERGY PARTNERS L.P.Omnibus Agreement • September 2nd, 2008 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, August 26, 2008 (the “Effective Date”), by and among BreitBurn Energy Holdings LLC, a Delaware limited liability company (“BEH LLC”), BEC (GP) LLC, a Delaware limited liability company (“BEC GP”), BreitBurn Energy Company L.P., a Delaware limited partnership (“BEC”), BreitBurn GP, LLC, a Delaware limited liability company (“BreitBurn GP”), BreitBurn Management Company, LLC, a Delaware limited liability company (“BMC”), and BreitBurn Energy Partners L.P., a Delaware limited partnership (“BBEP,” and collectively with BEH LLC, BEC GP, BEC, BreitBurn GP and BMC, the “Parties” and each, a “Party”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT DATED AS OF MAY 16, 2007, BY AND BETWEEN CALUMET FLORIDA, L.L.C., AS SELLER , AND BREITBURN OPERATING L.P., AS BUYERAsset Purchase Agreement • May 31st, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2007, is by and between CALUMET FLORIDA, L.L.C., a Delaware limited liability company (“Seller”), and BREITBURN OPERATING L.P., a Delaware limited partnership (“Buyer”).
ORRI DISTRIBUTION AGREEMENT AND LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT by and among BREITBURN ENERGY PARTNERS I, L.P. TIFD III-X LLC, and BREITBURN OPERATING L.P. May 24, 2007Orri Distribution Agreement and Limited Partner Interest Purchase and Sale Agreement • May 29th, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS ORRI DISTRIBUTION AGREEMENT AND LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT dated as of May 24, 2007, is made by and among Breitburn Energy Partners I, L.P., a Texas limited partnership (the “Partnership”), TIFD III-X LLC, a Delaware limited liability company (“Seller”), and Breitburn Operating L.P., a Delaware limited partnership (“Buyer”).
AMENDED AND RESTATED CREDIT AGREEMENT AMONG BREITBURN OPERATING L.P. AS THE BORROWER ANDCredit Agreement • November 6th, 2007 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 1, 2007, among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS, L.P., a Delaware limited partnership (“Parent”), each of the financial institutions from time to time party hereto (individually, a “Lender” and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), , as Swing Line Lender (in such capacity, “Swing Line Lender”), and as Issuing Lender (in such capacity, “Issuing Lender”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
This Contribution, Conveyance and Assumption Agreement, dated as of , 2006, is entered into by and among Pro GP Corp., a Delaware corporation ("Pro GP"), Pro LP Corp., a Delaware corporation ("Pro LP"), BreitBurn Energy Corporation, a California corporation ("BEC"), BreitBurn Energy Company LP, a Delaware limited partnership ("BreitBurn Energy"), BreitBurn Management Company LLC, a Delaware limited liability company ("BreitBurn Management"), BreitBurn GP, LLC, a Delaware limited liability company (the "General Partner"), BreitBurn Energy Partners L.P., a Delaware limited partnership (the "Partnership"), BreitBurn Operating GP, LLC, a Delaware limited liability company ("Operating GP") and BreitBurn Operating L.P., a Delaware limited partnership ("Operating LP"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 16th, 2012 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of October 11, 2012, 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 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.
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2006 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • California
AGREEMENT by and between BREITBURN ENERGY COMPANY L.P., a Delaware limited partnership (together with its successors and assigns, the "Partnership"), and James G. Jackson (the "Executive"), dated as of July 7th, 2006 (the "Agreement").
BreitBurn Energy Partners L.P. Restricted Phantom Units Directors’ Award AgreementBreitBurn Energy Partners L.P. • March 17th, 2008 • Crude petroleum & natural gas • Delaware
This 2006 Long-Term Incentive Plan Agreement is between BreitBurn GP, LLC (the “Company”), as the general partner of BreitBurn Energy Partners L.P., a Delaware limited partnership, and __________, a Director of the Company (referred to herein as “you”).
PURCHASE AGREEMENT by and among PRO LP CORP. a Delaware corporation and PRO GP CORP. a Delaware corporation collectively, as Selling Parties, and BREITBURN ENERGY PARTNERS L.P. a Delaware limited partnership, as Buyer, for the purchase and sale of all...Purchase Agreement • June 23rd, 2008 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of June, 2008, by and among PRO LP CORP., a Delaware corporation (“Pro LP”), and PRO GP CORP., a Delaware corporation (“Pro GP,” and collectively with Pro LP, the “Selling Parties”), and BREITBURN ENERGY PARTNERS L.P., a Delaware limited partnership (“Buyer”).
TENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 28th, 2014 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • New York
THIS TENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated effective as of November 6, 2013, by and among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS L.P., 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.
