Exhibit 10.2


 


FIFTH AMENDMENT
TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 


 


THIS FIFTH AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of
May 25, 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.


 


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 Second Amended and Restated Credit Agreement dated as of May 7, 2010, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement and Consent and First Amendment to Security Agreement dated as of September
17, 2010, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 9, 2011, that certain Third
Amendment to Second Amended and Restated Credit Agreement dated as of August 3, 2011, and that certain Fourth Amendment to Second
Amended and Restated Credit Agreement dated as of October 5, 2011 (as further amended, modified or restated from time to time,
the “Credit Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed
to make certain loans to the Company upon the terms and conditions set forth therein; and


 


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


 


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


 


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


 


SECTION 1.          Amendment
to Credit Agreement. Effective as of the Amendment Effective Date, Section 8.05(e) of the Credit Agreement is hereby
amended by deleting “$700,000,000” and replacing it with “$1,000,000,000”.


 


SECTION 2.          Guarantor
Confirmation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii) since
December 31, 2011, there shall have been no event, development or circumstance that has had or could reasonably be expected to
have a Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Pages Follow]


 


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


 


	 	THE COMPANY:
	 	 
	 	BREITBURN OPERATING L.P., 
	 	a Delaware limited partnership
	 	 
	 	By: BREITBURN OPERATING GP, LLC, its general partner
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	President
	 	 	 
	 	PARENT:
	 	 
	 	BREITBURN ENERGY PARTNERS L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:  BREITBURN GP, LLC, its general partner
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	President
	 	 	 
	 	PARENT GP:
	 	 
	 	BREITBURN GP, LLC,
	 	a Delaware limited partnership
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	President
	 	 	 
	 	GENERAL PARTNER:
	 	 
	 	BREITBURN OPERATING GP, LLC,
	 	a Delaware limited partnership
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	President


 


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	 	SUBSIDIARY GUARANTORS:
	 	 
	 	BREITBURN FINANCE CORPORATION,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	Co-Chief Executive Officer
	 	 	 
	 	BREITBURN MANAGEMENT COMPANY, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	President
	 	 	 
	 	ALAMITOS COMPANY, 
	 	a California corporation 
	 	 	 
	 	By:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	Co-President
	 	 	 
	 	BREITBURN FLORIDA LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	BreitBurn Operating L.P.,
	 	 	its sole member
	 	 	 
	 	 	By:	BreitBurn Operating GP, LLC, 
	 	 	 	its general partner
	 	 	 	 
	 	 	By:	/s/ Randall H. Breitenbach
	 	 	 	Randall H. Breitenbach
	 	 	 	President
	 	 	 
	 	BREITBURN FULTON LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Bruce D. McFarland
	 	 	Bruce D. McFarland
	 	 	Secretary


 


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	 	BEAVER CREEK PIPELINE, L.L.C.,
	 	a Michigan limited liability company
	 	 
	 	GTG PIPELINE LLC, 
	 	a Virginia limited liability company
	 	 
	 	MERCURY MICHIGAN COMPANY, LLC,
	 	a Michigan limited liability company
	 	 
	 	TERRA ENERGY COMPANY LLC,
	 	a Michigan limited liability company, and
	 	 
	 	TERRA PIPELINE COMPANY LLC,
	 	a Michigan limited liability company
	 	 	 
	 	Each by:	/s/ Randall H. Breitenbach
	 	 	Randall H. Breitenbach
	 	 	Co-Chief Executive Officer
	 	 	 
	 	PHOENIX PRODUCTION COMPANY,
	 	a Wyoming corporation, and
	 	 	 
	 	PREVENTIVE MAINTENANCE SERVICES LLC,
	 	a Colorado limited liability company
	 	 	 
	 	By:	/s/ Bruce D. McFarland
	 	 	Bruce D. McFarland
	 	 	Treasurer


 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and a Lender
	 	 	 
	 	By:	/s/ Richard Gould
	 	 	Richard Gould
	 	 	Managing Director


 


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	 	BANK OF MONTREAL
	 	As a Lender
	 	 	 
	 	By:	/s/ Gumaro Tijerina
	 	 	Gumaro Tijerina
	 	 	Director


 


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	 	UNION BANK, N.A.
	 	As a Lender
	 	 	 
	 	By:	/s/ Lara Sorokolit
	 	 	Lara Sorokolit
	 	 	Assistant Vice President


 


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	 	CITIBANK, N.A.
	 	As a Lender
	 	 	 
	 	By:	/s/ Yasantha Gunaratna
	 	 	Yasantha Gunaratna
	 	 	Vice President


 


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	 	ROYAL BANK OF CANADA
	 	As a Lender
	 	 	 
	 	By:	/s/ Mark Lumpkin, Jr.
	 	 	Mark Lumpkin, Jr.
	 	 	Authorized Signatory


 


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	 	U.S.  BANK NATIONAL ASSOCIATION
	 	As a Lender
	 	 	 
	 	By:	/s/ Daniel K. Hansen
	 	 	Daniel K. Hansen
	 	 	Vice President 


 


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	 	THE ROYAL BANK OF SCOTLAND plc
	 	As a Lender
	 	 	 
	 	By:	/s/ Steve Ray
	 	 	Steve Ray
	 	 	Director


 


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	 	BARCLAYS BANK PLC
	 	As a Lender
	 	 	 
	 	By:	/s/ Vanessa A. Kurbatskiy
	 	 	Vanessa A. Kurbatskiy
	 	 	Vice President 


 


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	 	CREDIT SUISSE AG
	 	CAYMAN ISLANDS BRANCH
	 	As a Lender
	 	 	 
	 	By:	/s/ Shaheen Malik
	 	 	Shaheen Malik
	 	 	Vice President
	 	 	 
	 	By:	/s/ Michael D. Spaight
	 	 	Michael D. Spaight
	 	 	Associate


 


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	 	TORONTO DOMINION (TEXAS) LLC
	 	As a Lender
	 	 	 
	 	By:	/s/ Bebi Yasin
	 	 	Bebi Yasin
	 	 	Authorized Signatory


 


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	 	JPMorgan Chase Bank, N.A.
	 	As a Lender
	 	 	 
	 	By:	/s/ Mark E. Olson
	 	 	Mark E. Olson
	 	 	Authorized Officer 


 


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	 	THE BANK OF NOVA SCOTIA
	 	As a Lender
	 	 	 
	 	By:	/s/ Terry Donovan
	 	 	Terry Donovan
	 	 	Managing Director 


 


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	 	Sumitomo Mitsui Banking Corporation
	 	As a Lender
	 	 	 
	 	By:	/s/ Shuji Yabe
	 	 	Shuji Yabe
	 	 	Managing Director 


 


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	 	BANK OF SCOTLAND plc
	 	As a Lender
	 	 	 
	 	By:	/s/ Julia R. Franklin
	 	 	Julia R. Franklin
	 	 	Vice President 


 


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