exv10w1






Exhibit 10.1




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT

AND FIRST AMENDMENT TO SECURITY AGREEMENT




     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT AND FIRST
AMENDMENT TO SECURITY AGREEMENT (hereinafter called this “Amendment”) is dated as of September 17,
2010, 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.



W I T N E S S E T H:




     WHEREAS, the Company, the Guarantors, Administrative Agent, Issuing Lender and the Lenders
have entered into that certain Second Amended and Restated Credit Agreement dated as of May 7, 2010
(as amended, 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 and the Parent have notified the Administrative Agent and the Lenders
that Company and Terra Energy Company LLC, a Michigan limited liability company (“Terra”) intend to
form a new subsidiary BreitBurn Collingwood Utica LLC, as a Delaware limited liability company
(“Utica”);



     WHEREAS, the Company and Terra intend to assign to Utica (the “Utica Transfer”) certain of its
Oil and Gas Properties in Alpina, Antrim, Cheboygan, Crawford, Kalkaska, Montmorency, Otsego,
Oscoda, Alcona and Presque Isle Counties, Michigan in the interval defined as being from the top of
the Cincinnatian formation down to 100 feet above the top of the Glenwood formation, including the
Collingwood Utica Shale, (the “Utica Shale Interests”);



     WHEREAS, the Company has requested that the Lenders (i) classify Utica as an Unrestricted
Entity under the Credit Agreement, (ii) amend the Security Agreement to not require a pledge of the
equity in Utica, and (iii) consent to the formation of Utica and the Utica Transfer; and



     WHEREAS, subject to the terms hereof, the undersigned Lenders are willing to agree to the
consents and amendments to the Credit Agreement and the Security 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. Consent. Effective as of the Amendment Effective Date, pursuant to the
request of the Company and the Parent, the undersigned Lenders hereby consent to the formation of
Utica



Page 1









 




and the Utica Transfer pursuant to Section 8.04(k) of the Credit Agreement and agree that
such Transactions do not violate any restrictions under Section 8.06 of the Credit Agreement.




     SECTION 2. Amendments to Credit Agreement. Effective as of the Amendment Effective
Date, the Credit Agreement is hereby amended as follows:



     (a) Amendment to Definition of Unrestricted Entity. The definition of Unrestricted
Entity is amended to read as set forth below.




     “Unrestricted Entity” means (1) the entities listed on Schedule 6.19 under the heading
“Unrestricted Entities”; and (2) in the event an entity that is not a Wholly Owned
Subsidiary becomes, after the Effective Date, a subsidiary of Parent, then such entity shall
be an Unrestricted Entity, provided, however, in the event that (a) any of
the foregoing entities (other than the Unrestricted Utica Shale Subsidiary) becomes a Wholly
Owned Subsidiary of Parent, or (b) any of the foregoing entities guarantees, or grants any
Lien to secure, any Indebtedness of Parent or any Restricted Subsidiary of Parent, then such
entity shall no longer be an Unrestricted Entity and shall be a Restricted Subsidiary, and
all of the covenants and other provisions of this Agreement applicable to Restricted
Subsidiaries shall apply to such Subsidiary. In addition, Parent or Company may, by notice
given to the Administrative Agent, designate an Unrestricted Entity as a Restricted
Subsidiary, provided that the requirements of this Agreement pertaining to the granting of
Collateral and the giving of a Guaranty by such Subsidiary (including Sections 4.01, 4.02,
7.14 and 7.15) shall be satisfied as a condition of such designation.



     (b) Amendment to Section 1.01 Section 1.01 is amended to add the definitions of
“Unrestricted Utica Shale Subsidiary” and “Utica Shale Properties” alphabetically under Section
1.01 as follows:




     “Unrestricted Utica Shale Subsidiary” means BreitBurn Collingwood Utica LLC, a Delaware
limited liability company.




     “Utica Shale Properties” means the Oil and Gas Properties in Alpina, Antrim, Cheboygan,
Crawford, Kalkaska, Montmorency, Otsego, Oscoda, Alcona and Presque Isle Counties, Michigan
in the interval defined as being from the top of the Cincinnatian formation down to 100 feet
above the top of the Glenwood formation, including the Collingwood Utica Shale.



     (c) Amendment of Section 8.18 (Unrestricted Entities).




     Section 8.18 of the Credit Agreement is amended in its entirety as follows:




     Section 8.18 Unrestricted Entities




     (a) No Loan Party or any of its Subsidiaries shall incur, assume, guarantee or
otherwise become liable in respect of any Indebtedness or any other obligations, or grant or
permit to exist any Lien on any of its Property to secure any Indebtedness of or other
obligations of, or provide any other form of credit support to any Unrestricted Entity.




     (b) At all times when the Unrestricted Utica Shale Subsidiary is wholly-owned directly
or indirectly by the Parent, the Parent (and the Company, if the Unrestricted Utica Shale
Subsidiary is a subsidiary of the Company) will cause the management, business, operations
and affairs of the Unrestricted Utica Shale Subsidiary to be conducted in such a manner so
that the Unrestricted Utica Shale Subsidiary will be treated as an entity separate and
distinct from the



Page 2









 






Parent, the Company and each of their Restricted Subsidiaries, including:
(i) keeping separate books of account and financial statements, showing the assets and
liabilities of the Unrestricted Utica Shale Subsidiary separate and apart from those of the
Parent, the Company and the
Restricted Subsidiaries, (ii) furnishing separate financial statements of the Unrestricted
Utica Shale Subsidiary to creditors and potential creditors thereof, (iii) not permitting
any properties or assets of the Parent, the Company or any Restricted Subsidiary to be
commingled with properties of the Unrestricted Utica Shale Subsidiary, and holding assets
and properties in proper legal names, (iv) conducting business under separate names, and (v)
holding the Unrestricted Utica Shale Subsidiary out to be separate and apart from the
Parent, the Company and the Restricted Subsidiaries. Notwithstanding the foregoing, it is
understood and agreed that the Unrestricted Utica Shale Subsidiary may be required to be
consolidated with the Parent or the Company under GAAP or for reporting purposes by the SEC
or other Governmental Authorities, and such consolidation and/or reporting shall not be a
violation of this Section 8.18.




     (c) At all times when the Unrestricted Utica Shale Subsidiary is wholly-owned directly
or indirectly by the Parent, the Parent (and the Company, if the Unrestricted Shale
Subsidiary is a subsidiary of the Company) will not, and will not permit any of their
Restricted Subsidiaries to, (i) permit the Unrestricted Utica Shale Subsidiary to incur or
be liable for any Indebtedness in excess of $5 million principal amount at any time
outstanding; or (ii) permit the Unrestricted Utica Shale Subsidiary to own any Property
other than (A) Property of the type described in the definition of “Oil and Gas Properties”
which is associated with Utica Shale Properties, (B) cash and Cash Equivalents, (C) equity
in a joint venture or similar entity that owns a portion of the Utica Shale Properties and
(D) equity of the Parent.



     (d) Amendment to Schedule 6.19 (Subsidiaries). Schedule 6.19 of the Credit Agreement
is revised to read as set forth on Schedule 6.19 attached hereto.



     SECTION 3. Amendment to Security Agreement and Guarantor Confirmation.



     (a) The definition of “Excluded Equity Interests” in the Security Agreement is amended by
adding a new clause (iv), and by renumbering existing clauses (iv) and (v) to become clauses (v)
and (vi), respectively, so that the definition reads in its entirety as follows:




     “Excluded Equity Interests means, (i) each Debtor’s Equity in Frederic
HOF Limited Partnership, Saginaw Bay Lateral Michigan Limited Partnership, Seal
Beach Gas Processing Venture, Wilderness-Chester Gas Processing Limited Partnership,
Wilderness-Chester LLC, Wilderness Energy, L.C., and Wilderness Energy Services
Limited Partnership if, and to the extent that, and for so long as, including such
Equity in the definition of “Collateral” would violate applicable law or a
contractual obligation binding on such Equity, (ii) the Parent’s Equity in BreitBurn
GP, LLC, (iii) BreitBurn GP, LLC’s general partnership interest in the Parent, (iv)
the Company’s and Terra Energy Company LLC’s Equity in BreitBurn Collingwood Utica
LLC, (v) Margin Stock not required to be pledged pursuant to Section
8.07(b), and (vi) any Equity in an entity (other than those listed in clauses
(i)-(v)) to the extent that, and for so long as, including such Equity in the
definition of “Collateral” would violate a contractual obligation binding on such
assets that existed at the time of the acquisition thereof and was not created or
made binding on such assets in contemplation or in connection with the acquisition
of such assets; provided, however, that if any entity listed in
clause (i) becomes a Wholly Owned Subsidiary, no Debtor’s Equity interests in such
Wholly Owned Subsidiary shall be deemed Excluded Equity Interests; and
provided further that the term Excluded Equity Interests does not include
dividends or other distributions paid



Page 3









 






in respect of the Debtor’s Equity in the
above-listed entities and Equity, and does not include the proceeds of any
Disposition of such Equity.”



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



     (c) 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 Guaranty and Security Agreement (in each case, as amended by
this Amendment) and other Loan Documents to which it is a party.



     (d) 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.



     (e) 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 4. 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 Administrative Agent, the Majority Lenders, the
Company, and the Guarantors (which may be by telecopy or PDF transmission).



     (b) Resolutions; Incumbency; Organization Documents, Good Standing for Company and
Parent. The Administrative Agent shall have received a certificate of the Secretary or
Assistant Secretary or a Responsible Officer with similar responsibilities of each of the Company
and the Parent, or such Person’s general partner, attaching and certifying as of the Amendment
Effective Date: (i) resolutions of its board of directors or members, authorizing the transactions
contemplated hereby; (ii) the names and genuine signatures of the Responsible Officers of such
Person, authorized to execute, deliver and perform, as applicable, this Amendment and all other
Loan Documents to be delivered by such Person; (iii) the Organization Documents of Utica as in
effect as of the Amendment Effective Date; (iv) the good standing certificate for Utica, from its
state of formation, dated as of a recent date.



     (c) Utica Transfer. The Company shall provide to Administrative Agent (i) the
Organization Documents of Utica in effect as of the Amendment Effective Date; (ii) evidence of the
formation and good standing for Utica, from its state of formation, and (iii) a fully executed copy
of the assignment of the Utica Shale Interests from the Company and Terra to Utica.



     (d) No Default; Representations and Warranties; No Material Adverse Effect. Both
before and after giving effect to the Utica Transfer:




     (i) except as waived hereunder, the representations and warranties of the Company and
the Guarantors in Article VI of the Credit Agreement and in the other Loan Documents 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



Page 4









 






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 May 7, 2010, there shall have been no event, development or circumstance
that has had or could reasonably be expected to have a Material Adverse Effect.



     (e) Certificate of the Chief Financial Officer of Parent. The Administrative Agent
shall have received a certificate signed by the Chief Financial Officer of the Parent, certifying
as of the Amendment Effective Date as to the solvency of the Company and its Subsidiaries taken as
a whole and the Parent and its Subsidiaries taken as a whole (after giving effect to the Utica
Transfer).



     (f) 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.



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



     SECTION 5. Representations and Warranties. Each of the Company and the Parent
represents and warrants to Administrative Agent and the Lenders, with full knowledge that such
Persons are relying on the following representations and warranties in executing this Amendment, as
follows:



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



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



     (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).



Page 5









 





     (f) As of the Amendment Effective Date no loan collateral value is attributed to the Utica
Shale Interests under the Utica Transfer.



     SECTION 6. 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 7. 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 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 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 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 the Parent represents and warrants that 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. 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 12. Partial Release of Liens. The Issuing Lender, the Majority Lenders
(including in their capacity as Lender Derivative Providers) and each other Lender Derivative
Provider, hereby authorize and instruct the Administrative Agent, consistent with Section 10.09 of
the Credit Agreement to release the Liens securing the Obligations insofar as such Liens
cover the Utica Shale Interests. In furtherance of the foregoing, the Administrative Agent is
hereby instructed to execute, deliver, file and/or record any instruments or other documents
required in order to effectuate such release, including, but not limited to, any financing
statements, termination statements, recordations or other filings.



Page 6









 





     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 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]





Page 7











 





     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/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	PARENT:



BREITBURN ENERGY PARTNERS L.P.,

a Delaware limited partnership,



By: BREITBURN GP, LLC, its general partner

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	PARENT GP:



BREITBURN GP, LLC,

a Delaware limited partnership,

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	GENERAL PARTNER:



BREITBURN OPERATING GP, LLC,

a Delaware limited partnership,

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement






 









 








					
	 	




SUBSIDIARY GUARANTORS:



BREITBURN FINANCE CORPORATION

a Delaware corporation

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	BREITBURN MANAGEMENT COMPANY, LLC

a Delaware limited liability company

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Halbert S. Washburn 	 
	 	 	Chief Executive Officer 	 
	 
	 	ALAMITOS COMPANY,

a California corporation

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Halbert S. Washburn 	 
	 	 	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/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Chief Executive Officer 	 



					
	 	


BREITBURN FULTON LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ W. Jackson Washburn
 	 
	 	 	W. Jackson Washburn, 	 
	 	 	President 	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement






 









 








	 	 	 	 	 
	 	BEAVER CREEK PIPELINE, L.L.C.,

a Michigan limited liability company,



GTG PIPELINE LLC, a Virginia limited liability

company,



MERCURY MICHIGAN COMPANY, LLC,

a Michigan limited liability company,



TERRA ENERGY COMPANY LLC,

a Michigan limited liability company, and



TERRA PIPELINE COMPANY LLC,

a Michigan limited liability company

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Name:  	Halbert S. Washburn 	 
	 	 	Title:  	Co-Chief Executive Officer 	 
	 
	 	PHOENIX PRODUCTION COMPANY,

a Wyoming corporation and



PREVENTIVE MAINTENANCE SERVICES LLC,

a Colorado limited liability company

 	 
	 	By:  	/s/ Halbert S. Washburn
 	 
	 	 	Halbert S. Washburn, 	 
	 	 	Co-President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement






 









 








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

 	 
	 	By:  	/s/ Patrick J. Fults
 	 
	 	 	Patrick J. Fults 	 
	 	 	Assistant Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement





 











 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,
 As a Lender

 	 
	 	By:  	/s/ Phillip Ballard
 	 
	 	 	Name:  	Phillip Ballard 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement



 









 





	 	 	 	 	 
	 	CITIBANK, N.A.,
 As a Lender

 	 
	 	By:  	/s/ Angela McCracken
 	 
	 	 	Name:  	Angela McCracken 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement



 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,
 As a Lender

 	 
	 	By:  	/s/ David G. Mills
 	 
	 	 	Name:  	David G. Mills 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement



 









 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,
 As a Lender

 	 
	 	By:  	/s/ Natsuhiro Samejima
 	 
	 	 	Name:  	Natsuhiro Samejima 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement



 









 





	 	 	 	 	 
	 	UNION BANK, N.A.,
 As a Lender

 	 
	 	By:  	/s/ Douglas Gale
 	 
	 	 	Name:  	Douglas Gale 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement



 









 





	 	 	 	 	 
	 	BANK OF MONTREAL,
 As a Lender

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Name:  	Gumaro Tijerina 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement



 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK NA,
 As a Lender

 	 
	 	By:  	/s/ Michael A. Kamauf
 	 
	 	 	Name:  	Michael A. Kamauf 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement




 











 





	 	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

As a Lender

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	                                              /s/ Vipul Dhadda
 	 
	 	 	Name:  	Vipul Dhadda 	 
	 	 	Title:  	Associate 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement




 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC,

As a Lender

 	 
	 	By:  	/s/ Ann E. Sutton
 	 
	 	 	Name:  	Ann E. Sutton 	 
	 	 	Title:  	Director 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement




 









 





	 	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC,

As a Lender

 	 
	 	By:  	/s/ Debbi L. Brito
 	 
	 	 	Name:  	Debbi L. Brito 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement




 









 





	 	 	 	 	 
	 	BNP PARIBAS,

As a Lender

 	 
	 	By:  	/s/ Polly Schott
 	 
	 	 	Name:  	Polly Schott 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                                              /s/ Courtney Kubesch
 	 
	 	 	Name:  	Courtney Kubesch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement




 









 





	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION,

As a Lender

 	 
	 	By:  	/s/ Daniel K. Hansen
 	 
	 	 	Name:  	Daniel K. Hansen 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement




 











 





	 	 	 	 	 
	 	ROYAL BANK OF CANADA,

As a Lender

 	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement










 









 








	 	 	 	 	 
	 	BANK OF SCOTLAND PLC,

As a Lender

 	 
	 	By:  	/s/ Karen Weich
 	 
	 	 	Name:  	Karen Weich 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to

First Amendment and Consent and

First Amendment to Security Agreement









 









 








SCHEDULE 6.19




SUBSIDIARIES AND OTHER EQUITY INTERESTS



	 	 	 
	Parent’s Subsidiaries	 	Total Percentage
	BreitBurn GP, LLC, a Delaware limited liability company
	 	100%
	BreitBurn Finance Corporation, a Delaware corporation
	 	100%
	BreitBurn Operating L.P., a Delaware limited partnership
	 	100%
	BreitBurn Management Company, LLC, a Delaware limited liability
company
	 	100%
	BreitBurn Operating GP, LLC, a Delaware limited liability company
	 	100%






	 	 	 
	Company’s Subsidiaries	 	Total Percentage
	Alamitos Company, a California corporation
	 	100%
	Beaver Creek Pipeline, L.L.C., a Michigan limited liability company
	 	100%
	BreitBurn Energy Partners I, L.P., a Texas limited partnership
	 	99%
	BreitBurn Florida LLC, a Delaware limited liability company
	 	100%
	BreitBurn Fulton LLC, a Delaware limited liability company
	 	100%
	GTG Pipeline LLC, a Virginia limited liability company
	 	100%
	Mercury Michigan Company, LLC, a Michigan limited liability company
	 	100%
	Phoenix Production Company, a Wyoming corporation
	 	100%
	Preventive Maintenance Services LLC, a Colorado limited liability company
	 	100%
	Terra Energy Company LLC, a Michigan limited liability company
	 	100%
	Terra Pipeline Company LLC, a Michigan limited liability company
	 	100%






Schedule 6.19 to

First Amendment and Consent and

First Amendment to Security Agreement





 









 








	 	 	 
	Company’s Unrestricted Entities	 	Total Percentage
	BreitBurn Collingwood Utica LLC, a Delaware limited liability company
	 	100%
	Seal Beach Gas Processing Venture, a California joint venture
	 	50%
	Saginaw Bay Lateral Michigan Limited Partnership, a Michigan limited partnership
	 	54%
	Frederic HOF Limited Partnership, a Virginia limited partnership
	 	6%
	Terra-Westside Processing Company, a Michigan general partnership
	 	15%
	Wilderness-Chester Gas Processing Limited Partnership, a Michigan limited partnership
	 	5.6385%
	Wilderness-Chester LLC, a Michigan limited liability company
	 	50%
	Wilderness Energy, L.C., a Michigan limited liability company
	 	50%
	Wilderness Energy Services Limited Partnership, a Michigan limited partnership
	 	24.5%






(Please see attached org chart)




Schedule 6.19 to

First Amendment and Consent and

First Amendment to Security Agreement





 












 










Schedule 6.19 to

First Amendment and Consent and

First Amendment to Security Agreement


	BBEP Structure Charts
BreitBum Operating L.P.
Phoenix Production Company (Wyoming Corp.)
Preventive Maintenance Service LLC
Colorado LLC)
Alamitos Company (California Corp.)
BreitBum Fulton LLC (Delaware LLC)




	BreitBum Florida LLC (Delaware LLC)
99%




	BreitBum Energy Partners I, L.P. (Texas LP)




	Mercury Michigan Company, LLC (Michigan LLC)




	50%
50%




	Beaver Creek Pipeline,
L.L.C. (Michigan LLC)




	Terra Energy Company LLC (Michigan LLC)




	GTG Pipeline LLC
(Virginia LLC)




	Terra Pipeline Company LLC (Michigan LLC)




	Seal Beach Gas Processing Venture (50% joint interest held by Alarnitos CO)




	Wilderness-Chester
Gas Processing Limited Partnership (Michigan LP)




	Wilderness-Chester
LLC — 50%




	(Michigan LLC)
I




	Wilderness Energy,
L.C. -




	(Michigan LLC)




	L 54%Saginaw Bay Lateral Michigan Limited Partnership) (Michigan LP)




	100%




	BreitBum Collingwood Utica LLC (Delaware LLC)
Wilderness Energy




	Services Limited L 24.5%
Partnership




	(Michigan LP)




	Terra-Westside Processing Company (Michigan GP)




	Frederic HOF Limited Partnership G 6% (Virginia LP)
L = LP interest G = GP interest