Exhibit 10.1


 


Execution Version







 


 





TWELFTH
AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS TWELFTH
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated
effective as of April 25, 2014, by and among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”),
BREITBURN ENERGY PARTNERS L.P., as Parent Guarantor (the “Parent”), BreitBurn GP, LLC (the “Parent
GP”), BreitBurn Operating GP, LLC (the “General Partner”), the Subsidiaries of the Parent
and/or the Company, as guarantors (the “Subsidiary Guarantors”, and together with the Parent,
the Parent GP, and the General Partner, the “Guarantors”), EACH LENDER SIGNATORY HERETO, and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity
“Administrative Agent”). Capitalized terms used in this Amendment, and not otherwise defined in this
Amendment, have the meanings assigned thereto in the Credit Agreement defined below.


 


W I T N E
S S E T H:


 


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 the following:
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, Second Amendment to Second Amended and Restated Credit Agreement dated as of May 9, 2011, Third
Amendment to Second Amended and Restated Credit Agreement dated as of August 3, 2011, Fourth Amendment to Second Amended and Restated
Credit Agreement dated as of October 5, 2011, Fifth Amendment to Second Amended and Restated Credit Agreement dated as of May 25,
2012, Sixth Amendment to Second Amended and Restated Credit Agreement dated as of October 11, 2012, Seventh Amendment to Second
Amended and Restated Credit Agreement dated as of February 26, 2013, Eighth Amendment to Second Amended and Restated Credit Agreement
dated as of May 22, 2013, Ninth Amendment to Second Amended and Restated Credit Agreement dated as of July 15, 2013, Tenth Amendment
to Second Amended and Restated Credit Agreement dated as of November 6, 2013 and Eleventh Amendment to Second Amended and Restated
Credit Agreement dated as of February 21, 2014 (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;


 


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.Amendments
to Credit Agreement. Effective as of the Amendment Effective Date, the definition of “Termination Date” in
Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:


 


“Termination
Date” means the earlier of (a) May 9, 2017, or (b) the date on which the Lenders’ Commitments terminate
in accordance with the provisions of this Agreement.


 






    	Twelfth Amendment



    	 



    

 


SECTION 2.Borrowing
Base; Elected Commitment Amount. Effective on the Amendment Effective Date, (a) the Borrowing Base is increased to $1,600,000,000
and (b) the Elected Commitment Amount is reaffirmed at $1,400,000,000.


 


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 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 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, each of the Lenders, the Company, and the Guarantors (which may be by telecopy
or PDF transmission).


 


(b)              
No Default; Representations and Warranties. 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 clauses (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,
2012, 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. 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 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 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:


 






    	 	-2-	Twelfth Amendment



    	 



    

 


(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 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 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.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.


 






    	 	-3-	Twelfth Amendment



    	 



    

 


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]


 


 




    	 	-4-	Twelfth 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 L.P., a Delaware limited 

partnership
	 	 	By:	BreitBurn Operating GP, LLC, its 

general partner 
	 	BREITBURN ENERGY PARTNERS L.P., a 

Delaware limited partnership
	 	 	By:	BreitBurn GP, LLC, its general partner













	 	BREITBURN OPERATING GP, LLC, a Delaware 

limited partnership
	 	BREITBURN FINANCE CORPORATION, a 

Delaware corporation
	 	BREITBURN MANAGEMENT COMPANY, LLC, a 

Delaware limited liability company
	 	ALAMITOS COMPANY, a California corporation
	 	BREITBURN FLORIDA LLC, a Delaware limited 

liability company
	 	 	By:	BreitBurn Operating L.P., its sole 

member
	 	 	By:	BreitBurn Operating GP, LLC, its 
	 	 	 	general partner










	 	BREITBURN FULTON LLC, a Delaware limited 

liability company
	 	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
	 	TERRA PIPELINE COMPANY LLC, a Michigan 

limited liability company
	 	PHOENIX PRODUCTION COMPANY, a Wyoming 

corporation










	 	BREITBURN TRANSPETCO GP LLC, a Delaware limited liability company
	 	 	By:	BreitBurn Operating L.P., its sole 

member
	 	 	By:	BreitBurn Operating GP, LLC, its 
	 	 	 	general partner
	 	BREITBURN TRANSPETCO LP LLC, a Delaware 

limited liability company
	 	 	By:	BreitBurn Operating L.P., its sole 

member
	 	 	By:	BreitBurn Operating GP, LLC, its 
	 	 	 	general partner







 


 



    	Signature Page to Twelfth Amendment



    	 



    




 


 





	 	TRANSPETCO PIPELINE COMPANY, L.P., a 

Delaware limited partnership
	 	 	By:	
        BreitBurn Operating L.P., on behalf

        of itself and as the sole member of

	 	 	 	BreitBurn Transpetco GP LLC, each 

a general partner
	 	 	By:	BreitBurn Operating GP, LLC, its 

general partner
	 	BREITBURN OKLAHOMA LLC, a Delaware limited 

liability company
	 	 	By:	
        BreitBurn Operating L.P., its sole

        member

	 	 	By:	BreitBurn Operating GP, LLC, its 
	 	 	 	general partner







 


 


 


	 	By:	/s/ James G. Jackson
	 	 	James G. Jackson
	 	 	Chief Financial Officer
	 	 	 	 










 


 





 




    	Signature Page to Twelfth Amendment



    	 



    

 





	 	PARENT GP:
	 	 	 
	 	BREITBURN GP, LLC,
	 	a Delaware limited partnership
	 	 	 
	 	 	 
	 	By:	/s/ James G. Jackson
	 	 	James G. Jackson
	 	 	Chief Financial Officer




  


 


 


 




    	Signature Page to Twelfth Amendment



    	 



    

 





	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION as Administrative Agent, Issuing 

Lender, Swing Line Lender and a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Michael Real
	 	 	Michael Real
	 	 	Director




 


 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	THE BANK OF NOVA SCOTIA,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Alan Dawson
	 	 	Name: Alan Dawson
	 	 	Title: Director







 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	BANK OF MONTREAL,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Gumaro Tijerina
	 	 	Name: Gumaro Tijerina
	 	 	Title: Director







 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	UNION BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Lara Sorokolit
	 	 	Name: Lara Sorokolit
	 	 	Title: Vice President







 







    	Signature Page to Twelfth Amendment



    	 



    

 





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







 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ David Morris
	 	 	Name: David Morris
	 	 	Title: Authorized Officer







 







    	Signature Page to Twelfth Amendment



    	 



    

 





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


 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	THE ROYAL BANK OF SCOTLAND plc,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Sanjay Remond
	 	 	Name: Sanjay Remond
	 	 	Title: Authorised Signatory







 








 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	SANTANDER BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Aidan Lanigan
	 	 	Name: Aidan Lanigan
	 	 	Title: Senior Vice President
	 	 	 
	 	 	 
	 	By:	/s/ Puiki Lok
	 	 	Name: Puiki Lok
	 	 	Title: Senior Vice President







 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Jonathan H. Lee
	 	 	Name: Jonathan H. Lee
	 	 	Title: Vice President







 


 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	COMPASS BANK,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Umar Hassan
	 	 	Name: Umar Hassan
	 	 	Title: Vice President







 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	COMERICA BANK,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Devin S. Eaton
	 	 	Name: Devin S. Eaton
	 	 	Title: Corporate Banking Officer







 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	CREDIT SUISSE AG, Cayman Islands Branch,
	 	as a Lender
	 	 	 
	 	 	 
	 	By: 	/s/ Michael Spaight
	 	 	Name: Michael Spaight
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By: 	/s/ Samuel Miller
	 	 	Name: Samuel Miller
	 	 	Title: Authorized Signatory







 


 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	TORONTO DOMINION (TEXAS) LLC,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Masood Fikree
	 	 	Name: Masood Fikree
	 	 	Title: Authorized Signatory







 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Mark Roche
	 	 	Name: Mark Roche
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Michael D. Willis
	 	 	Name: Michael D. Willis
	 	 	Title: Managing Director







 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	FIFTH THIRD BANK,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Byron Cooley
	 	 	Name: Byron Cooley
	 	 	Title: Authorized Signatory







 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	MIZUHO BANK LTD.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Leon Mo
	 	 	Name: Leon Mo
	 	 	Title: Authorized Signatory







 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	ONEWEST BANK, FSB,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Whitney Randolph
	 	 	Name: Whitney Randolph
	 	 	Title: Senior Vice President







 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	SUNTRUST BANK,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Chulley Bogle
	 	 	Name: Chulley Bogle
	 	 	Title: Vice President







 





 




    	Signature Page to Twelfth Amendment



    	 



    

 





	 	BRANCH BANKING AND TRUST COMPANY,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Traci Bankston
	 	 	Name: Traci Bankston
	 	 	Title:  Assistant Vice President







 


 







    	Signature Page to Twelfth Amendment



    	 



    

 





	 	BARCLAYS BANK PLC,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Vanessa A. Kurbatskiy
	 	 	Name: Vanessa A. Kurbatskiy
	 	 	Title: Vice President







 





 




    	Signature Page to Twelfth Amendment



    	 



    

 





	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ James D. Weinstein
	 	 	Name: James D. Weinstein
	 	 	Title: Managing Director







 


 






    	Signature Page to Twelfth Amendment