Exhibit 10.7


 


Execution Version


 


first
AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


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 be further amended, restated or modified from time to time, is hereinafter called the “Agreement”.


 


WITNESSETH:


 


WHEREAS, the Company,
the Guarantors, Administrative Agent, Issuing Lender and the lenders from time to time party thereto (the “Lenders”)
are parties to that certain Third Amended and Restated Credit Agreement dated as of November 19, 2014 (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;


 


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


 


WHEREAS, subject to
the terms hereof, the Majority Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein; and


 


WHEREAS, the Required
Lenders have redetermined the Borrowing Base 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)          New
Definitions. The following definitions are hereby added to Section 1.01 of the Credit Agreement in proper alphabetical
order:


 


“Excess
Fee Percentage” means, as of any date on which a Second Lien Reciprocal Fee payment is made, the excess, if any,
of (x) the aggregate Fee Percentages in respect of such payment and any other Second Lien Reciprocal Fee payments made during the
one-year period ending on such date less (y) the Excess Fee Percentages applicable to any Reciprocal Fee Payments previously paid
hereunder in respect of such other Second Lien Reciprocal Fee payments, less (z) 2.00%.


 


“Fee
Percentage” means (i) in the context of a Second Lien Reciprocal Fee payment, a percentage determined by dividing
(x) the amount of such payment by (y) the outstanding principal amount of the Permitted Second Lien Debt as of the date of such
payment and multiplying the result by 100% and (ii) in the context of an aggregation of Second Lien Reciprocal Fee payments, the
aggregate of the Fee Percentages for each such payment.


 




    	 	 	First Amendment



    	 



    

 


“First
Amendment Effective Date” means the “Amendment Effective Date” as such term is defined in that certain
First Amendment to Third Amended and Restated Credit Agreement dated as of April 8, 2015, by and among the Company, the other Loan
Parties party thereto, BreitBurn GP, LLC, the Administrative Agent, and the Lenders party thereto.


 


“Intercreditor
Agreement” means (a) the Intercreditor Agreement among the Company, Parent, Breitburn Finance Corporation, the Subsidiaries
of the Parent named therein, the Administrative Agent and the Second Lien Trustee, in form and substance substantially the same
as the posting draft dated March 26, 2015 and posted to the Lenders on SyndTrak on March 26, 2015 with such changes and modifications
as may reasonably be deemed satisfactory by the Administrative Agent, and (b) if the Permitted Second Lien Debt is refinanced or
replaced, or if any Additional Second Lien Obligations (as that term is defined in the Intercreditor Agreement) shall arise, in
each case in accordance with this Agreement and the Intercreditor Agreement, any successor or additional intercreditor agreement
entered into in connection therewith which contains substantially the same terms and conditions, in each case as the Intercreditor
Agreement may from time to time be amended, modified, supplemented or restated from time to time in a manner reasonably acceptable
to the Majority Lenders in their sole discretion.


 


“October
1, 2015 Borrowing Base Floor” means an amount equal to (a) $1,800,000,000 minus (b) the amount by which the
Borrowing Base has been reduced pursuant to Section 8.02(e)(ii)(z) as a result of Dispositions since the First Amendment
Effective Date minus (c) the amount by which the Borrowing Base has been reduced pursuant to Section 8.10(d)(ii)(z)
as a result of modifications or terminations of Derivative Contracts since the First Amendment Effective Date minus (d)
the amount by which the Borrowing Base has been reduced pursuant to the second proviso of Section 8.05(e) since the
First Amendment Effective Date.


 


“Permitted
Second Lien Debt” means (i) Indebtedness under the Second Lien Indenture, including those certain Senior Secured
9.25% Notes due 2020 issued by the Company, the Parent and Breitburn Finance Corporation, and guarantees of such Indebtedness by
the Guarantors, that is at all times subject to the Intercreditor Agreement, issued or incurred by the Company, the Parent and/or
Breitburn Finance Corporation from time to time, and (ii) any refinancing or replacement of such Indebtedness (whether issued under
a loan, credit or note purchase agreement or indenture or other debt instrument and including guarantees thereof by the Guarantors
and the Company and other Indebtedness thereunder), to the extent permitted under the Intercreditor Agreement, that complies with
all of the following requirements:


 


(a)          such
Indebtedness does not have a maturity date that is on or earlier than the date 180 days after the Termination Date in effect on
each date on which such Indebtedness is issued or incurred;


 


(b)          no
scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment of such Indebtedness is due on
or before the date that is 180 days after the Termination Date in effect on each date on which such Indebtedness is issued or incurred
(in this definition defined as a “Date of Issuance”);


 


(c)          the
initial Date of Issuance of such Indebtedness shall occur on the First Amendment Effective Date, and such Indebtedness shall have
an aggregate principal amount not to exceed the Second Lien Cap;


 




    	 	-2-	First Amendment



    	 



    

 


(d)          the
affirmative or negative covenants (including financial covenants) are not materially more restrictive than those set forth in this
Agreement; provided, however, that the inclusion of any covenant that is customary with respect to such type of Permitted Second
Lien Debt or that is included in the Permitted Second Lien Debt Documents as in effect on the First Amendment Effective Date (as
amended from time to time in accordance with the Intercreditor Agreement and this Agreement) and, in each case, not found in this
Agreement shall not be deemed to be more restrictive for purposes of this clause (d);


 


(e)          shall
not contain any restriction on the ability of the Company or any of its Restricted Subsidiaries to amend, modify, restate or otherwise
supplement this Agreement or the other Loan Documents other than as set forth in the Intercreditor Agreement and other than those
restrictions that are not materially more restrictive than the restrictions set forth in the Permitted Second Lien Debt Documents
as in effect on the First Amendment Effective Date;


 


(f)          except
for equal and ratable clauses, shall not contain any restrictions on the ability of any Subsidiary of the Company or Parent to
guarantee the Obligations (as such Obligations may be amended, supplemented, modified, or amended and restated in each case in
accordance with the Intercreditor Agreement) or any restrictions on the ability of any Subsidiary, the Parent or the Company to
pledge assets as collateral security for the Obligations (as such Obligations may be amended, supplemented, modified, or amended
and restated in each case in accordance with the Intercreditor Agreement);


 


(g)          on
each Date of Issuance and immediately after giving effect to the incurrence of such Indebtedness and any concurrent repayment of
Indebtedness, Parent is in compliance on a pro forma basis with Sections 8.14 and 8.16 of this Agreement;


 


(h)          no
Default or Event of Default exists on the Date of Issuance or will occur immediately after, and as a result of, the issuance of
such Indebtedness;


 


(i)          any
Liens securing such Indebtedness are second in priority to the Liens securing the Obligations as provided in the Intercreditor
Agreement; and


 


(j)          such
Indebtedness is not guaranteed by any Person which is not a Guarantor of all of the Obligations (excluding any Excluded Swap Obligations
with respect to such Guarantor).


 


“Permitted
Second Lien Debt Documents” means, collectively, the Second Lien Indenture, all guarantees of the Permitted Second
Lien Debt, and all other agreements, documents or instruments executed and delivered by the Company or any Guarantor in connection
with, or pursuant to, the incurrence of Permitted Second Lien Debt, as all of such documents are from time to time amended, supplemented
or restated in compliance with this Agreement.


 


“Reciprocal
Fee Payment” means, in respect of any Second Lien Reciprocal Fee, a fee payable to the Administrative Agent (for
the account of the Lenders) under Section 2.07(c) on the same date as such Second Lien Reciprocal Fee in an amount (if greater
than zero) equal to the product obtained by multiplying (i) the Excess Fee Percentage as of such date by (ii) the total Commitments
on such date.


 


“Redemption”
means with respect to any Indebtedness, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition
or retirement for value of such Indebtedness. “Redeem” has the correlative meaning thereto.


 


“Second
Lien Amendment” has the meaning assigned to such term in Section 8.19.


 




    	 	-3-	First Amendment



    	 



    

 


“Second
Lien Cap” means, on any determination date, Permitted Second Lien Debt in an amount not exceeding the sum of (i)
an original principal amount of $650,000,000 plus (ii) accrued and unpaid interest and prepayment premium on such principal amount,
if and to the extent capitalized and outstanding under the terms of the Permitted Second Lien Documents.


 


“Second
Lien Indenture” means the Indenture among the Second Lien Trustee, the Company, the Parent, Breitburn Finance Corporation,
and certain subsidiaries (including the Company) of the Parent as guarantors, as amended, supplemented, restated or otherwise modified
from time to time in accordance with the Intercreditor Agreement (and any successor indenture, note purchase, credit or loan agreement
or other debt instrument in connection with any refinancing thereof permitted hereunder and under the Intercreditor Agreement).


 


“Second
Lien Reciprocal Fee” means a fee payment made pursuant to (i) Section 8.09(e)(iii) or (ii) a Second
Lien Amendment made in accordance with Section 8.19(i)(F).


 


“Second
Lien Trustee” means U.S. Bank National Association, or such other entity serving in the capacity as the “collateral
trustee” under the Second Lien Indenture to the extent permitted under the Second Lien Indenture and the Intercreditor Agreement.


 


“Series
B Preferred Units” means the Series B Perpetual Convertible Preferred Units of the Parent.


 


(b)          Amendments
to Definitions. The following definitions in Section 1.01 of the Credit Agreement are hereby amended as follows:


 


(i)          The
definition of “Loan Documents” is hereby amended and restated in its entirety as follows:


 


“Loan
Documents” means this Agreement, the Notes, each Guaranty, the Security Documents, each LC Application and
Letter of Credit, the Fee Letter, the Intercreditor Agreement and each other document executed by a Loan Party in connection herewith
that by its terms states that it is a Loan Document.


 


(ii)         The
definition of “Material Adverse Effect” is hereby amended and restated in its entirety to read as follows:


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties or financial condition of the Loan Parties taken as a whole, or as to the Company, including any material adverse change
in reserve estimates of the Oil and Gas Properties of the Loan Parties taken as a whole; (b) a material impairment of the ability
of any Loan Party to perform its material obligations under the Loan Documents; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party (or, in the case of the Intercreditor Agreement, against any
party thereto other than the Administrative Agent) of any material Loan Document.


  




    	 	-4-	First Amendment



    	 



    

  


(iii)        The
definition of “Pricing Grid” is hereby amended and restated in its entirety to read as follows:


 


“Pricing
Grid” means the annualized variable rates (stated in terms of basis points (“bps”)) set
forth below for the Applicable Margin, Commitment Fee and Letter of Credit Fee, based upon the ratio of Effective Amount to the
Borrowing Base Amount, as follows:


 


	 	 	Applicable Margin	 	 	 	 	 	 	 
	Effective Amount/
 Borrowing Base	 	LIBOR and
 LIBOR
 Market Index
 Rate 
(bps)	 	 	Base 
Rate 
(bps)	 	 	Commitment 
Fee 
(bps)	 	 	Letter of Credit
 Fee 
(bps)	 
	390%	 	 	275.00	 	 	 	175.00	 	 	 	50.00	 	 	 	275.00	 
	<90% 3 75%	 	 	250.00	 	 	 	150.00	 	 	 	50.00	 	 	 	250.00	 
	<75% 3 50%	 	 	225.00	 	 	 	125.00	 	 	 	50.00	 	 	 	225.00	 
	<50% 3 25%	 	 	200.00	 	 	 	100.00	 	 	 	37.50	 	 	 	200.00	 
	<25%	 	 	175.00	 	 	 	75.00	 	 	 	37.50	 	 	 	175.00	 





 


The Pricing
Grid for any date shall be determined by reference to the ratio of the Effective Amount and Borrowing Base and any change (a) shall
become effective upon the delivery to the Administrative Agent of a Pricing Grid Certificate of a Responsible Officer of the Company
(which certificate shall be delivered simultaneously with (i) the delivery of each Notice of Borrowing, any notice required
under Section 2.04, Notice of Conversion/Continuation or a request for issuance of a Letter of Credit and (ii) any
change in the amount of the Borrowing Base), and (b) shall apply (i) in the case of the Base Rate Loans and LIBOR Market Index
Rate Loans, to Base Rate Loans and LIBOR Market Index Rate Loans outstanding on such delivery date or made on and after such delivery
date and (ii) in the case of the LIBOR Loans, to LIBOR Loans made, continued or converted on and after such delivery date. Notwithstanding
the foregoing, at any time during which the Company has failed to deliver the Pricing Grid Certificate when due, the ratio of Effective
Amount to the Borrowing Base shall be deemed, solely for the purposes of this definition, to be greater than 90% until such time
as the Company shall deliver such certificate.


 


(c)          Sections
2.05(a) and 2.05(b) of the Credit Agreement are hereby amended and restated in their entirety as follows:


 


“(a)          Scheduled
Borrowing Base Determinations. At all times prior to the Termination Date the Effective Amount shall not exceed the Borrowing
Base then in effect. From and after the First Amendment Effective Date (which is deemed to be the Scheduled Borrowing Base Determination
Date for April 1, 2015), the Borrowing Base hereunder shall be $1,800,000,000.00, until redetermined pursuant to the terms of this
Section 2.05 or adjusted pursuant to Section 8.02(e)(ii)(z) or Section 8.10(d)(ii)(z).
Upon notice to the Company, the Borrowing Base shall be redetermined for each succeeding Borrowing Base Period on each Scheduled
Borrowing Base Determination Date, and each such redetermination shall be effective as of the date set forth in such notice of
redetermination; provided, that the April 1, 2015 Scheduled Borrowing Base Determination Date shall be deemed to have occurred
on the First Amendment Effective Date. The Borrowing Base shall be determined based upon the loan collateral value assigned to
the Oil and Gas Properties owned by the Company and its Subsidiaries and such other credit factors (including the assets, liabilities,
cash flow, business, properties, prospects, management and ownership of the Loan Parties) that the Lenders deem significant. The
Lenders’ determination of the Borrowing Base shall be in their sole discretion. Subject to the last sentence of this Section
2.05(a), upon each redetermination of the Borrowing Base, the Administrative Agent shall recommend to the Lenders a new
Borrowing Base and the Lenders in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based
customers shall (by unanimous agreement in the case of Borrowing Base increases and by agreement of the Required Lenders in the
case of Borrowing Base decreases or affirmations) establish the redetermined Borrowing Base. If the Company does not furnish the
Reserve Reports or all such other information and data by the date required, the Lenders may nonetheless determine a new Borrowing
Base. Subject to the last sentence of this Section 2.05(a), it is expressly understood that the Lenders shall have
no obligation to determine the Borrowing Base at any particular amount, either in relation to the Aggregate Maximum Credit Amount
or the Elected Commitment Amount. Notwithstanding anything in this Section 2.05(a) to the contrary, in no event shall
the Scheduled Borrowing Base Redetermination for October 1, 2015 cause the Borrowing Base to be redetermined to an amount less
than the October 1, 2015 Borrowing Base Floor unless (i) the Company consents to such lower redetermination or (ii) on the date
of the Scheduled Borrowing Base Redetermination for October 1, 2015, the aggregate amount of cash and Cash Equivalents of the Loan
Parties plus the amount of the Available Borrowing Base is less than 10% of the October 1, 2015 Borrowing Base Floor.


 




    	 	-5-	First Amendment



    	 



    

 


(b)          Special
Borrowing Base Determinations. Subject to the last sentence of this Section 2.05(b), in addition to Scheduled
Borrowing Base Determinations pursuant to Section 2.05(a), the Company and the Required Lenders may each request
one (1) additional redetermination of the Borrowing Base during each Borrowing Base Period (“Special Borrowing Base
Determination”). In the event the Company requests a Special Borrowing Base Determination pursuant to this Section
2.05(b), the Company shall deliver written notice of such request to the Lenders which shall include: (i) Reserve Report(s)
prepared as of a date not more than thirty (30) calendar days prior to the date of such request, for the benefit of the Lenders,
and (ii) such other information as the Lenders shall request prepared as of a date not more than thirty (30) calendar days prior
to the date of such request. Likewise, in the event the Required Lenders exercise their option for a Special Borrowing Base Determination,
the Administrative Agent shall give the Company notice of the redetermined Borrowing Base. Notwithstanding anything in this Section
2.05(b) to the contrary, (i) the Required Lenders shall not be permitted to request a Special Borrowing Base Determination
during the Borrowing Base Period between the April 1, 2015 and October 1, 2015 Scheduled Borrowing Base Determination Dates and
(ii) the Required Lenders shall not be permitted to request a Special Borrowing Base Determination during the Borrowing Base Period
between the October 1, 2015 and April 1, 2016 Scheduled Borrowing Base Determination Dates, unless, at any time between the October
1, 2015 and April 1, 2016 Scheduled Borrowing Base Determination Dates, the aggregate amount of cash and Cash Equivalents of the
Loan Parties plus the amount of the Available Borrowing Base is less than 10% of the Borrowing Base then in effect.”


 


(d)          Section
2.07 of the Credit Agreement is hereby amended by the addition of a new subsection (c) thereto to read as follows:


 


“(c)          Reciprocal
Fee. The Company shall pay to the Administrative Agent, from time to time on each date that a Second Lien Reciprocal Fee payment
is made, any Reciprocal Fee Payment required in connection therewith, for the account of the Lenders in accordance with their respective
Commitments hereunder.


 




    	 	-6-	First Amendment



    	 



    

 


(e)          Section
4.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(a)          The
Loan Parties agree to deliver to further secure the Obligations whenever reasonably requested by the Administrative Agent in its
sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other
Security Documents in form and substance reasonably satisfactory to the Administrative Agent for the purpose of granting, confirming,
and perfecting first and prior liens or security interests on substantially all assets of Parent, the Company and their present
and future Subsidiaries, including Oil and Gas Properties representing not less than 80% of the total net present value (determined
by a discount factor of 10%) of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.


 


(b)          The
Loan Parties agree that contemporaneously with the grant of any second Lien on any Loan Party’s Property that is not already
then Collateral to secure the Permitted Second Lien Debt, the applicable Loan Party shall grant to the Administrative Agent to
further secure the Obligations a first Lien on such Property pursuant to documentation substantially the same as the documentation
used to grant such second Lien.


 


(c)          The
Loan Parties also agree to deliver whenever reasonably requested by the Administrative Agent, title opinions from legal counsel
reasonably acceptable to the Administrative Agent or such other evidence of title reasonably satisfactory to the Administrative
Agent with respect to the Mortgaged Properties designated by the Administrative Agent, based upon abstract or record examinations
to dates reasonably acceptable to the Administrative Agent and (a) stating that the Loan Party, as applicable, has good and defensible
title to such properties and interests, free and clear of all Liens except Permitted Liens, (b) confirming that such Oil and Gas
Properties are subject to Security Documents securing the Obligations that constitute and create legal, valid and duly perfected
deed of trust or mortgage liens in such Oil and Gas Properties and assignments of and security interests in the Oil and Gas attributable
to such Oil and Gas Properties and the proceeds thereof, in each case subject only to Permitted Liens, and (c) covering such other
matters as the Administrative Agent may reasonably request.”


 


(f)          Section
7.02(e) of the Credit Agreement is hereby amended by adding the following sentence immediately following the second sentence
thereof: “In addition, the Company shall furnish to the Administrative Agent any other Reserve Report delivered to the Second
Lien Trustee pursuant to the Second Lien Indenture.”


 


(g)          Section
7.03 of the Credit Agreement is hereby amended by: (i) deleting the “or” at the end of clause (c)
thereof; (ii) deleting the period at the end of clause (d) and replacing it with “; or”; and (iii) adding
a new clause (e), to read as follows: “(e) copies of any statement, report or notice furnished to or by the
holders of Permitted Second Lien Debt under the Permitted Second Lien Debt Documents not otherwise required to be furnished to
the Lenders pursuant to any other provision of this Section 7.03.”


 


(h)          Section
8.01 of the Credit Agreement is hereby amended by: (i) deleting the “and” at the end of clause (p)
thereof; (ii) deleting the period at the end of clause (q) and replacing it with “; and”; and (iii) adding
a new clause (r), to read as follows: “(r) Liens securing the Permitted Second Lien Debt; provided that such
Liens are second in priority to the Liens securing the Obligations in accordance with and subject to the terms and conditions of
the Intercreditor Agreement and Section 4.02.”


 


(i)          Section
8.02(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 




    	 	-7-	First Amendment



    	 



    

 


“(e)          Dispositions
not otherwise permitted under Sections 8.02(a) – (d) above; provided that, (i) no Event
of Default shall exist at the time of such Disposition or result therefrom, and (ii) (y) the aggregate value (as determined by
the Administrative Agent to be the value assigned to such Properties under the most recent Reserve Report) of all Dispositions
of Oil and Gas Properties made by the Loan Parties, plus the net effect of hedge modifications permitted under Section 8.10(d)(ii)(y)
during such period, does not exceed (A) from the First Amendment Effective Date until April 1, 2016 five percent, (5%) of the Borrowing
Base in effect on the First Amendment Effective Date and (B) in any Borrowing Base Period commencing on or after April 1, 2016,
five percent (5%) of the Borrowing Base then in effect or (z) the aggregate value (as determined by the Administrative Agent to
be the value assigned to such Properties under the most recent Reserve Report) of all Dispositions of Oil and Gas Properties made
by the Loan Parties, plus the net effect of hedge modifications permitted under Section 8.10(d)(ii)(y) during such
period exceeds the amounts specified in Section 8.02(e)(ii)(y)(A) and (B), but (A) the Majority Lenders
consent to such Disposition and (B) the Borrowing Base is automatically reduced by an amount equal to the aggregate Borrowing Base
value of such Oil and Gas Properties (as determined by the Administrative Agent) and to the extent a Borrowing Base Deficiency
results from such reduction, up to one-hundred percent (100%) of the proceeds of such Dispositions, net of reasonable fees, expenses
and taxes, shall be applied, as necessary, to cure such Borrowing Base Deficiency.”


 


(j)          Section
8.05(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(e)          Either
Permitted Second Lien Debt or Senior Unsecured Notes and guaranties given by the Company, the Parent or any Subsidiary that is
a guarantor hereunder with respect thereto; provided that (i) the principal amount of such Permitted Second Lien Debt shall
not exceed the Second Lien Cap and (ii) the principal amount of such Senior Unsecured Notes aggregated with Permitted Second Lien
Debt shall not exceed the greater of (y) $2,000,000,000 and (z) the Borrowing Base in effect at the time of issuance (before giving
pro forma effect to the attendant automatic reduction in the Borrowing Base required by the second proviso of this clause (e)),
further provided that, other than with respect to the Permitted Second Lien Debt issued on the First Amendment Effective
Date, the Borrowing Base shall automatically reduce on the date of such issuance of Permitted Second Lien Debt or Senior Unsecured
Notes by an amount equal to 25% of the stated principal amount of such Permitted Second Lien Debt or Senior Unsecured Notes (for
purposes of this section if any such Permitted Second Lien Debt or Senior Unsecured Notes are issued at a discount or otherwise
sold for less than “par”, the reduction shall be calculated based upon the stated principal amount without reference
to such discount), except to the extent that the proceeds from the issuance of such Permitted Second Lien Debt or Senior Unsecured
Notes are used to refinance Permitted Second Lien Debt or Senior Unsecured Notes existing at such time (provided that the
amount of such refinancing does not exceed the principal amount being refinanced plus interest, underwriting discount, make-whole
premium and offering expenses paid in connection therewith and provided, further that any such refinancing of Senior
Unsecured Notes is not from proceeds of Permitted Second Lien Debt);”


 


(k)          Section
8.08 of the Credit Agreement is hereby amended by:


 


(i)          
deleting the “and” at the end of clause (f) thereof and amending and restating clause (g),
to read as follows: “(g) the Second Lien Indenture, the Permitted Second Lien Debt Documents and any Senior Unsecured Notes;
and”; and


 




    	 	-8-	First Amendment



    	 



    

 


(ii)         
adding a new clause (h) to read as follows: “(h) any other Contingent Obligations of the Loan Parties to the extent not described
in Sections 8.08(a) – (g) not to exceed an aggregate amount of $30,000,000 outstanding at any
time.”


 


(l)          Section
8.09 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“8.09
Restricted Payments. No Loan Party shall, or permit any of its Subsidiaries to, purchase, redeem or otherwise acquire for
value any membership interests, partnership interests, capital accounts, shares of its capital stock or any warrants, rights or
options to acquire such membership interest, partnership interest or shares, now or hereafter outstanding from its members, partners
or stockholders or declare or pay any distribution, dividend or return capital to its members, partners or stockholders or make
any distribution of assets in cash or in kind to its members, partners or stockholders, or make any prepayments of principal or
payment of fees on or in connection with the Permitted Second Lien Debt (collectively “Restricted Payments”);
except:


 


	(a)		Parent may declare and pay dividends with respect to its Equity payable solely in
additional shares of its Equity,



 


	(b)		Subsidiaries of the Company may declare and pay dividends ratably with respect to
their Equity,



 


	(c)		the Company may declare and pay dividends to Parent,



 


	(d)		Parent may declare and pay to its Equity owners periodic cash dividends of Available
Cash or otherwise purchase, redeem or acquire for value any membership interests, partnership interests, capital accounts, shares
of its capital stock or any warrants, rights or options to acquire such membership interest, partnership interest or shares from
its members, partners or stockholders in accordance with its partnership agreement, so long as (i) no Event of Default exists
or would result therefrom, (ii) if such Restricted Payment is in respect of common Equity, after giving effect to such Restricted
Payment, the aggregate amount of cash and Cash Equivalents of the Loan Parties plus the amount of the Available Borrowing
Base is not less than 10% of the Borrowing Base in effect at the time of such Restricted Payment, (iii) if such Restricted Payment
is in respect of Series B Preferred Units, after giving effect to such Restricted Payment, the aggregate amount of cash and Cash
Equivalents of the Loan Parties plus the amount of the Available Borrowing Base is not less than 5% of the Borrowing Base
in effect at the time of such Restricted Payment, (iv) after giving effect to such Restricted Payment, the Loan Parties exhibit
pro-forma compliance with all terms and conditions of this Agreement and (v) such Restricted Payment is permitted under the Second
Lien Indenture,



 


	(e)		Payments may be made in respect of Permitted Second Lien Debt fees so long as (i)
such fees constitute an arrangement fee payable to (or to Affiliates of) fewer than all of the holders of Permitted Second Lien
Debt, or (ii) such fees are expressly required by the terms thereof on the First Amendment Effective Date or as may be or become
payable pursuant to an amendment thereof permitted under clauses (i)(A)-(E) of Section 8.19 (clauses (i) and (ii),
the “Specified Second Lien Fees”), (iii) such fees are paid pursuant to Section 4(c) of the Note Purchase
Agreement (as defined in the Second Lien Indenture) as in effect on the First Amendment Effective Date (as amended from time to
time in accordance with the Intercreditor Agreement and this Agreement), or (iv) if not otherwise permitted by this clause (e),
only if the Administrative Agent shall have received at least 3 Business Days prior notice from a Responsible Officer of the Company
setting forth (A) the amount of such fees, (B) the computation in reasonable detail of any Reciprocal Fee Payments payable hereunder
in connection therewith and (C) a statement by the Company that such Reciprocal Fee Payments (if any) will be paid in accordance
with Section 2.07(c) of this Agreement.



 




    	 	-9-	First Amendment



    	 



    

 


(f)          


 


	(i)		Mandatory prepayments (A) pursuant to Section 4.10 and Section 4.15 of the Second
Lien Indenture (as in effect on the First Amendment Effective Date) or any substantially similar provision contained in Permitted
Second Lien Debt may be made in respect of Permitted Second Lien Debt principal as therein provided (for the avoidance of doubt,
any Borrowing Base Deficiency that results from the application of Section 8.02(e)(ii)(z)(B) shall be cured prior
to making any mandatory prepayment pursuant to such Section 4.10) and (B) pursuant to Section 3.08 of the Second Lien Indenture
(as in effect on the First Amendment Effective Date) or any substantially similar provision contained in Permitted Second Lien
Debt may be made in respect of Permitted Second Lien Debt principal so long as (1) if a Borrowing Base Deficiency exists at the
time of such Invalid Debt Incurrence (as defined in the Second Lien Indenture (as in effect on the First Amendment Effective Date)),
up to one-hundred percent (100%) of the proceeds from such Invalid Debt Incurrence are first applied to cure such Borrowing Base
Deficiency and (2) the Indebtedness incurred pursuant to such Invalid Debt Incurrence is junior or parri passu in right of payment
to the Permitted Second Lien Debt; and



 


	(ii)		Voluntary prepayments may be made in respect of Permitted Second Lien Debt principal
(A) from proceeds of Permitted Second Lien Debt or Senior Unsecured Notes or (B) so long as (1) no Event of Default exists or
would result therefrom, (2) after giving effect to such Restricted Payment, the aggregate amount of cash and Cash Equivalents
of the Loan Parties plus the amount of the Available Borrowing Base is not less than 10% of the Borrowing Base in effect
at the time of such Restricted Payment, and (3) after giving effect to such Restricted Payment, the Loan Parties exhibit pro-forma
compliance with all terms and conditions of this Agreement.



 


By making a Restricted Payment pursuant
to clause (d), clause (e) or clause (f) above, Parent represents and warrants to Administrative Agent and the Lenders that the
conditions for making such Restricted Payment have been satisfied.”


 


(m)          Section
8.10(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 




    	 	-10-	First Amendment



    	 



    

 


“(d)          The
Company shall not modify in any material respect to the extent it adversely affects the then-current Borrowing Base or terminate
any Derivative Contracts to which it is currently a party or subsequently becomes a party without the consent of the Administrative
Agent, except that (i) Derivative Contracts with a party who ceases to be a Lender (or an Affiliate of a Lender) may be terminated
in connection with the assignment, amendment or other transaction pursuant to which such party ceases to be a Lender or an Affiliate
of a Lender, and (ii) so long as no Default or Event of Default exists, Derivative Contracts may be modified or terminated, provided
that, (y) the net effect of the modifications or terminations of such Derivative Contracts (after giving effect to any new Derivative
Contracts entered into during such Borrowing Base Period prior to or in connection with, such modification or termination), as
determined by the Administrative Agent, plus the aggregate value (as determined by the value assigned to such properties under
the most recent Reserve Report) of all Dispositions of Oil and Gas Properties made by the Loan Parties permitted under Section
8.02(e)(ii)(y) during such period, does not exceed (A) from the First Amendment Effective Date until April 1, 2016, five
percent (5%) of the Borrowing Base in effect on the First Amendment Effective Date and (B) in any Borrowing Base Period commencing
on or after April 1, 2016, five percent (5%) of the Borrowing Base then in effect or (z) the net effect of the modifications or
terminations of such Derivative Contracts (after giving effect to any new Derivative Contracts entered into during such Borrowing
Base Period prior to or in connection with, such modification or termination), as determined by the Administrative Agent, plus
the aggregate value (as determined by the value assigned to such properties under the most recent Reserve Report) of all Dispositions
of Oil and Gas Properties made by the Loan Parties permitted under Section 8.02(e)(ii)(y) during such period exceeds
the amounts specified in Section 8.10(d)(ii)(y)(A) and (B), but (A) the Majority Lenders consent to
such modification or termination and (B) the Borrowing Base is automatically reduced by an amount equal to the net effect of the
modifications or terminations of such Derivative Contracts (after giving effect to any new Derivative Contracts entered into during
such period prior to or in connection with, such modification or termination) (as determined by the Administrative Agent) and to
the extent a Borrowing Base Deficiency results from such reduction, up to one-hundred percent (100%) of the cash and cash equivalent
proceeds of such modifications or terminations of Derivative Contracts received by the Loan Parties, net of payment of, or provisions
for reasonable out-of-pocket fees, expenses and taxes incurred by the Company in connection with such transaction, shall be applied,
as necessary, to cure such Borrowing Base Deficiency;”


 


(n)          Section
8.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“8.17         Negative
Pledge. No Loan Party or any of its Subsidiaries shall enter into or permit to exist any contractual obligation (other than
this Agreement, any other Loan Document or the Permitted Second Lien Debt Documents or, with respect to clause (b) only, the Senior
Unsecured Notes) that limits the ability (a) of any Subsidiary to make Restricted Payments to or otherwise transfer property to
Parent, the Company or any Guarantor, (b) of Parent to guarantee the Indebtedness of the Company, or any Subsidiary to guarantee
the Indebtedness of the Company, or (c) of Parent, the Company, or any Subsidiary to create, incur, assume or suffer to exist Liens
on property of such Person to secure the Obligations.”


 


(o)          A
new Section 8.19 of the Credit Agreement is hereby added immediately following
Section 8.18 to read as follows: 


 


“8.19
Second Lien Indenture. Subject to the Intercreditor Agreement, the Company shall not amend, and shall not consent to any
amendment or other modification of, the Permitted Second Lien Debt Documents (any such amendment or modification, but excluding
for the avoidance of doubt any refinancing or replacement of Permitted Second Lien Debt with Permitted Second Lien Debt, a “Second
Lien Amendment”) if:


 


(i) the effect
thereof would be to:


 




    	 	-11-	First Amendment



    	 



    

 


		(A)	shorten the maturity of the Permitted Second Lien Debt,
or



 


		(B)	shorten the average life or increase the amount of any
payment of principal thereof, or



 


		(C)	increase the rate of interest to greater than eleven
and three-quarter percent (11.75%) per annum (it being agreed and understood that any default rate interest of up to 200 bps per
annum shall be permitted and shall not be subject to such cap), or



 


		(D)	add call or prepayment premiums in excess of three percent
(3.0%) of the principal amount of Permitted Second Lien Debt, or



 


		(E)	shorten any period for payment of interest thereon or
increase the amortization payments provided for under the Second Lien Indenture, or



 


		(F)	require the payment to holders of the Permitted Second
Lien Debt of any fees that are not Specified Second Lien Fees without prior notice from a Responsible Officer of the Company to
the Administrative Agent setting forth (1) the language of such Second Lien Amendment, (2) the amount of such incremental fees,
(3) the computation in reasonable detail of any Reciprocal Fee Payments payable hereunder in connection therewith and (4) a statement
by the Company that such Reciprocal Fee Payments (if any) will be paid in accordance with this Agreement, or



 


		(ii)	such Second Lien Amendment adds additional Property as
collateral to secure the Permitted Second Lien Debt unless the Company complies with Section 4.02(b), or



 


		(iii)	such Second Lien Amendment adds any covenants or defaults
(or modifies any existing covenant or default in a manner that would be more restrictive to any Loan Party) without at least 3
Business Days prior notice from a Responsible Officer of the Company to the Administrative Agent setting forth (A) the text of
the proposed Second Lien Amendment, (B) a statement by the Company that, pending execution of an amendment to this Agreement to
reflect such Second Lien Amendment, a breach of the relevant covenants or defaults reflected in such Second Lien Amendment would
constitute an Event of Default under this Agreement and (C) a statement by the Company confirming its obligations under this Section
8.19(iii) to enter into a binding amendment of this Agreement relating thereto. The parties agree that it shall be an
Event of Default under Section 9.01(c) if the Company shall fail to execute and deliver a binding amendment to this
Agreement as required under Section 8.19(iii)(C) within 10 Business Days after the Administrative Agent provides
to the Company an execution copy thereof in form and substance reasonably satisfactory to the Administrative Agent and the Company.”



 


(p)          Section
9.01(e) of the Credit Agreement is hereby amended to read in its entirety as follows:


 




    	 	-12-	First Amendment



    	 



    

 


“(e)          Payment
Cross-Default; Cross-Acceleration. (i) Any Loan Party, any Subsidiary thereof or any combination thereof fails to make any
payment in respect of the Permitted Second Lien Debt, or of any other Indebtedness or Contingent Obligation in an aggregate principal
amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $40,000,000, when due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) and such failure continues after the applicable grace period, if any, specified in the relevant document on the date
of such failure; or (ii) any Loan Party, any Subsidiary thereof or any combination thereof fails after the applicable grace or
notice period, if any, specified in the relevant document on the date of such failure to perform or observe any other condition
or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to the Permitted Second
Lien Debt, or any such other Indebtedness or Contingent Obligation in an aggregate principal amount of more than $40,000,000, which
results in such Permitted Second Lien Debt or other Indebtedness or Contingent Obligation being declared due and payable (or becoming
subject to mandatory Redemption) prior to its stated maturity; or”


 


(q)          Section
9.02(b) of the Credit Agreement is hereby amended by: (i) deleting the “and”
at the end of the clause starting with the phrase “fifth” and inserting a new clause immediately following such clause
to read as follows: “sixth, to the Second Lien Obligations (as defined in the Intercreditor Agreement) pursuant to the Intercreditor
Agreement or to any person lawfully entitled thereto or as a court of competent jurisdiction may direct; and”, and (ii) replacing
reference to “sixth” with “seventh” before the following phrase: “, any excess shall be paid to the
Company or as otherwise required by law.”


 


SECTION 2.          Borrowing
Base. Upon the effectiveness of this Amendment, in accordance with Section 2.05(a) of the Credit Agreement
(Scheduled Borrowing Base Determinations), the Administrative Agent and the Required Lenders agree that the Borrowing Base on the
Amendment Effective Date shall be $1,800,000,000. This Borrowing Base redetermination shall constitute the Scheduled Borrowing
Base Determination for April 1, 2015.


 


SECTION 3.          Guarantor
Confirmation.


 


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


 


(b)          The
Company and each Guarantor 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 Guarantor agrees that the guarantees, pledges, grants of security interests and other obligations, and the terms
of each of the Security Documents 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 Guarantor 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 4.          Conditions
of Effectiveness. This Amendment and the amendments hereunder 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 Issuing Lender, the Required Lenders, the Company, and the Guarantors (which may be by telecopy or PDF transmission).


 




    	 	-13-	First Amendment



    	 



    

 


(b)          Fee
Letter. The Administrative Agent shall have received a counterpart of that certain fee letter dated of even date herewith (the
“First Amendment Fee Letter”), which shall have been executed by the Company.


 


(c)          No
Default; Representations and Warranties. At the time of the Amendment Effective Date and immediately after giving effect to
this Amendment:


 


(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);


 


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


 


(iii)        since
December 31, 2014, there shall have been no event, development or circumstance that has or could reasonably be expected to result
in the occurrence or existence of a Material Adverse Effect.


 


(d)          Second
Lien Debt Documents; Series B Documents. Company shall deliver to Administrative Agent a true and correct copy of the Intercreditor
Agreement, the Second Lien Indenture, each other Permitted Second Lien Debt Document and each document in connection with the issuance
of the Series B Perpetual Convertible Preferred Units of the Parent on the Amendment Effective Date, duly executed and delivered
by each party thereto, and the transactions contemplated by such documents shall have been consummated in accordance with the terms
therein.


 


(e)          Payment
of Fees. The Company shall have paid all accrued and unpaid fees, costs and expenses owed pursuant to this Amendment to the
extent then due and payable and invoiced at least two (2) Business Days prior to the Amendment Effective Date and the Company shall
have paid all fees owed pursuant to the First Amendment Fee Letter.


 


(f)          Prepayment
of Loans. Substantially contemporaneously with the closing of this Amendment, the Company shall have prepaid the Loans in amount
not less than $930,000,000.


 


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


 


SECTION 5.          Post-Closing
Requirements. The Company shall deliver or cause to be delivered to Administrative Agent the documents, certificates and
other items described on Annex A hereto within the time frames set forth therein.


 


SECTION 6.          Representations
and Warranties. Each of the Company and the Guarantors represent and warrant 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
Agreement, 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.


 




    	 	-14-	First Amendment



    	 



    

 


(c)          This
Amendment does not and will not violate any provisions of any of its Organization Documents.


 


(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)          Immediately
after giving effect to this Amendment, no Default or Event of Default will exist, and all of the representations and warranties
contained in the Agreement and in the other Loan Documents 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 7.          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 8.          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 Guarantors 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 9.          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 10.         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 Guarantors represent and warrant 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 11.         Intercreditor
Agreement. The Lenders hereby grant to Administrative Agent the power and authority to enter into the Second Lien Intercreditor
Agreement with the Second Lien Trustee and amendments, waivers, modifications and supplements thereto from time to time and to
bind the Lenders to such terms therein as Administrative Agent and the Majority Lenders deem advisable, all upon such terms and
conditions as may be approved by the Administrative Agent and the Majority Lenders.


 




    	 	-15-	First Amendment



    	 



    

 


SECTION 12.         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 13.         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 14.         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 15.         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 16.         
No Waiver. Each of the Company and Guarantors hereby agree 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 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 Agreement, the other Loan Documents, or otherwise afforded
at law or in equity.


 


[Signature Pages Follow]


 




    	 	-16-	First Amendment



    	 



    

 


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.


 


	 	LOAN PARTIES:
	 	 
	 	BREITBURN OPERATING LP
	 	 
	 	 	By: BREITBURN OPERATING GP LLC, its  general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and
	 	Chief Financial Officer
	 	 
	 	BREITBURN ENERGY PARTNERS LP
	 	 
	 	 	By: BREITBURN OPERATING GP LLC, its  general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and
	 	Chief Financial Officer
	 	 
	 	BREITBURN GP LLC
	 	BREITBURN OPERATING GP LLC
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and
	 	Chief Financial Officer
	 	 
	 	BREITBURN MANAGEMENT COMPANY LLC
	 	 
	 	By: BREITBURN ENERGY PARTNERS LP, its sole member
	 	 	By: BREITBURN OPERATING GP LLC, its  general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and
	 	Chief Financial Officer


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	BREITBURN FLORIDA LLC
	 	BREITBURN OKLAHOMA LLC
	 	BREITBURN SAWTELLE LLC (formerly Breitburn Fulton LLC)
	 	BREITBURN TRANSPETCO GP LLC
	 	BREITBURN TRANSPETCO LP LLC
	 	 
	 	 	By: BREITBURN OPERATING LP, its sole  member
	 	 	By: BREITBURN OPERATING GP LLC, its  general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and Chief Financial Officer
	 	 
	 	TRANSPETCO PIPELINE COMPANY, L.P.
	 	 
	 	By: BREITBURN TRANSPETCO GP LLC, its general partner
	 	 	By: BREITBURN OPERATING LP, its sole  member
	 	 	By: BREITBURN OPERATING GP LLC, its  general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and
	 	Chief Executive Officer
	 	 
	 	By: BREITBURN OPERATING LP, its general partner
	 	 	By: BREITBURN OPERATING GP LLC, its  general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Executive Vice President and
	 	Chief Executive Officer


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	BREITBURN FINANCE CORPORATION
	 	BEAVER CREEK PIPELINE, L.L.C.
	 	ALAMITOS COMPANY
	 	PHOENIX PRODUCTION COMPANY
	 	GTG PIPELINE LLC
	 	MERCURY MICHIGAN COMPANY, LLC
	 	TERRA ENERGY COMPANY LLC
	 	TERRA PIPELINE COMPANY LLC
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Chief Financial Officer
	 	 
	 	QR ENERGY, LP
	 	By: QRE GP, LLC, its general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Chief Financial Officer
	 	 
	 	QRE GP, LLC
	 	By: BREITBURN GP LLC, its manager
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	QRE OPERATING, LLC
	 	By: QR ENERGY, LP, its sole member
	 	By: QRE GP, LLC, its general partner
	 	 	 
	 	By:	/S/ James G. Jackson
	 	Name: James G. Jackson
	 	Title: Chief Financial Officer


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender, Swing Line Lender and a Lender
	 	 	 
	 	By:	/S/ Michael Real
	 	 	Name: Michael Real
	 	 	Title: Director


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Bank of America, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Bryan Heller
	 	 	Name: Bryan Heller
	 	 	Title: Director


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Bank of Montreal,
	 	as a Lender
	 	 	 
	 	By:	/S/ Gumaro Tijerina
	 	 	Name: Gumaro Tijerina
	 	 	Title: Managing Director


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Barclays Bank PLC,
	 	as a Lender
	 	 	 
	 	By:	/S/ Luke Syme
	 	 	Name: Luke Syme
	 	 	Title: Assistant Vice President


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Citibank, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Eamon Baqui
	 	 	Name: Eamon Baqui
	 	 	Title: Vice President


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Credit Suisse AG, Cayman Islands Branch, as a Lender
	 	 	 
	 	By:	/S/ Nupur Kumar
	 	 	Name: Nupur Kumar
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/S/ Karim Rahimtoola
	 	 	Name: Karim Rahimtoola
	 	 	Title: Authorized Signatory


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	JPMorgan Chase Bank, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Elizabeth Schorman
	 	 	Name: Elizabeth Schorman


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Royal Bank of Canada,
	 	as a Lender
	 	 	 
	 	By:	/S/ Jay T. Sartain
	 	 	Name: Jay T. Sartain
	 	 	Title: Authorized Signatory


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	MUFG Union Bank, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Lara Francis
	 	 	Name: Lara Francis
	 	 	Title: Vice President


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	U.S. Bank National Association,
	 	as a Lender
	 	 	 
	 	By:	/S/ Todd S. Anderson
	 	 	Name: Todd S. Anderson
	 	 	Title: Vice President


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Compass Bank,
	 	as a Lender
	 	 	 
	 	By:	/S/ Umar Hassan
	 	 	Name: Umar Hassan
	 	 	Title: Senior Vice President


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Capital One, National Association,
	 	as a Lender
	 	 	 
	 	By:	/S/ Nancy Mak
	 	 	Name: Nancy Mak
	 	 	Title: Senior Vice President


 




    	 	Signature Page to First Amendment	 



    	 



    

 


	 	Credit Agricole Corporate and Investment Bank,
	 	as a Lender
	 	 	 
	 	By:	/S/ Michael Willis
	 	 	Name: Michael Willis
	 	 	Title: Managing Director
	 	 	 
	 	By:	/S/ Sharada Manne
	 	 	Name: Sharada Manne
	 	 	Title: Managing Director


 




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	 	Morgan Stanley Bank, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Christopher Winthrop
	 	 	Name: Christopher Winthrop
	 	 	Title: Authorized Signatory


 




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	 	Citizens Bank, N.a.,
	 	as a Lender
	 	 	 
	 	By:	/S/ R. Scott Donaldson
	 	 	Name: R. Scott Donaldson
	 	 	Title: Senior Vice President


 




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	 	Santander Bank, NA,
	 	as a Lender
	 	 	 
	 	By:	/S/ Aidan Lanigan
	 	 	Name: Aidan Lanigan
	 	 	Title: Senior Vice President
	 	 	 
	 	By:	/S/ Kel Christensen
	 	 	Name: Kel Christensen
	 	 	Title: Vice President


 




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	 	Toronto Dominion (New York) LLC,
	 	as a Lender
	 	 	 
	 	By:	/S/ Masood Fikree
	 	 	Name: Masood Fikree
	 	 	Title: Authorized Signatory


 




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	 	UBS AG, Stamford Branch,
	 	as a Lender
	 	 	 
	 	By:	/S/ Craig Pearson
	 	 	Name: Craig Pearson
	 	 	Title: Associate Director
	 	 	 
	 	By:	/S/ Houssem Daly
	 	 	Name: Houssem Daly
	 	 	Title: Associate Director


 




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	 	BRANCH BANKING and TRUST Company,
	 	as a Lender
	 	 
	 	By:	/S/ Parul June
	 	 	Name: Parul June
	 	 	Title: Vice President


 




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	 	BNP Paribas,
	 	as a Lender
	 	 
	 	By:	/S/ Scott Joyce
	 	 	Name: Scott Joyce
	 	 	 
	 	By:	/S/ Julien Pecoud-Bouvet
	 	 	Name: Julien Pecoud-Bouvet


 




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	 	Canadian Imperial Bank of Commerce, New York Branch,
	 	as a Lender
	 	 	 
	 	By:	/S/ Trudy Nelson
	 	 	Name: Trudy Nelson
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/S/ Richard Antl
	 	 	Name: Richard Antl
	 	 	Title: Authorized Signatory


 




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	 	COMERICA BANK,
	 	as a Lender
	 	 	 
	 	By:	/S/ Garrett R. Merrell
	 	 	Name: Garrett R. Merrell
	 	 	Title: Relationship Manager


 




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	 	ING CAPITAL LLC,
	 	as a Lender
	 	 	 
	 	By:	/S/ Josh Strong
	 	 	Name: Josh Strong
	 	 	Title: Director
	 	 	 
	 	By:	/S/ Charles Hall
	 	 	Name: Charles Hall
	 	 	Title: Managing Director


 




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	 	Natixis, New York Branch,
	 	as a Lender
	 	 	 
	 	By:	/S/ Kenyatta Gibbs
	 	 	Name: Kenyatta Gibbs
	 	 	Title: Director
	 	 	 
	 	By:	/S/ Stuart Murray
	 	 	Name: Stuart Murray
	 	 	Title: Managing Director


 




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	 	PNC BANK, National Association,
	 	as a Lender
	 	 	 
	 	By:	/S/ Sandra Aultman
	 	 	Name: Sandra Aultman


 




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	 	Sumitomo Mitsui Banking Corporation,
	 	as a Lender
	 	 	 
	 	By:	/S/ Masaki Sone
	 	 	Name: Masaki Sone
	 	 	Title: Managing Director


 




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	 	SunTrust Bank, as a Lender
	 	 	 
	 	By:	/S/ Chulley Bogle
	 	 	Name: Chulley Bogle
	 	 	Title: Vice President


 




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	 	CADENCE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Steven Taylor
	 	 	Name: Steven Taylor
	 	 	Title: Vice President


 




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	 	Fifth Third Bank,
	 	as a Lender
	 	 	 
	 	By:	/S/ Jonathan H Lee
	 	 	Name: Jonathan H Lee
	 	 	Title: Director


 




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	 	Fifth Third Bank,
	 	as a Lender
	 	 	 
	 	By:	/S/ Jonathan H Lee
	 	 	Name: Jonathan H Lee
	 	 	Title: Director


 




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	 	Associated Bank,
	 	as a Lender
	 	 	 
	 	By:	/S/ Kyle Lewis
	 	 	Name: Kyle Lewis


 




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	 	The Huntington National Bank,
	 	as a Lender
	 	 	 
	 	By:	/S/ Margaret Niekrash
	 	 	Name: Margaret Niekrash


 




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	 	OneWest Bank N.A.,
	 	as a Lender
	 	 	 
	 	By:	/S/ Whitney Randolph
	 	 	Name: Whitney Randolph
	 	 	Title: Senior Vice President


 




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ANNEX A


 


POST-CLOSING REQUIREMENTS


 


		1.	Action: The Loan Parties shall (i) execute and
deliver Mortgages covering all Oil and Gas Properties granted to the Second Lien Trustee to the extent the Loan Parties have not
granted a first-priority Lien on such Oil and Gas Properties to the Administrative Agent, (ii) cause such Mortgages to be filed
in the proper recorders’ offices or appropriate public records and pay the mortgage recording fees and taxes in respect
thereof and otherwise comply with the formal requirements of state law applicable to the recording of real estate mortgages generally
with respect to the Mortgages and (iii) if required by the Administrative Agent, deliver title and mortgage evidence, financing
statements, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements in connection
with the Mortgages reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory
to the Administrative Agent.



 


Required Completion Date:
Within 60 days after the Amendment Effective Date or such later date as the Administrative Agent may reasonably agree.


 


		2.	Action: The Company shall execute and deliver
to the Administrative Agent the following account control agreements in form and substance reasonably satisfactory to the Administrative
Agent:



 


		a.	Control Agreement(s) with respect to the accounts held
by the Loan Parties at Wells Fargo Bank, National Association.



 


		b.	Control Agreement(s) with respect to the accounts held
by the Loan Parties at Union Bank.



 


Required Completion Date:
Within 60 days after the Amendment Effective Date or such later date as the Administrative Agent may reasonably agree.


 




    	 	Annex A to First Amendment