Exhibit 4.9





 


 






 


BREITBURN ENERGY PARTNERS LP


 


BREITBURN FINANCE CORPORATION


 


and


 


the
Guarantors named herein


 





 



 


7.875% SENIOR NOTES DUE 2022


 





 






 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of November 24, 2014


 


To


 


INDENTURE


 


Dated as of January 13, 2012


 





 






 


U.S. BANK NATIONAL ASSOCIATION,


 


As Trustee


 





 



 




    	 



    	 



    

 


This SECOND SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of November 24, 2014, is among Breitburn Energy Partners LP, a
Delaware limited partnership (the “Company”), Breitburn Finance Corporation, a Delaware corporation (“Finance
Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Guarantors”
on the signature page hereto (the “Guarantors”) and U.S. Bank, National Association, a national banking association,
as Trustee.


 


RECITALS


 


WHEREAS, the Issuers,
the initial Guarantors and the Trustee entered into an Indenture, dated as of January 13, 2012 (as heretofore supplemented,
the “Indenture”), pursuant to which the Company has issued $850,000,000 in the aggregate principal amount of 7.875%
Senior Notes due 2022 (the “Notes”);


 


WHEREAS, Section 9.01(g)
of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply
with Section 4.13 thereof, without the consent of the Holders of the Notes; and


 


WHEREAS, all acts and
things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents)
of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding
on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, to
comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


ARTICLE 1


 


Section 1.01.     This
Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.


 


Section 1.02.    This
Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors
and the Trustee.


 


ARTICLE 2


 


From this date, in
accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject
to the provisions of the Indenture to the extent provided for in Article 10 thereunder.


 


ARTICLE 3


 


Section 3.01.     Except
as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis)
and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition
having the same respective meanings ascribed to them as in the Indenture.


 






    	 



    	 



    

 


Section 3.02.    Except
as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed,
by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject
to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect hereto.


 


Section 3.03.     THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.04.    The
parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed
copies together shall represent the same agreement.


 


[NEXT PAGE IS SIGNATURE PAGE]


 


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.


 





	 	BreitBurn Energy Partners LP,
	 	a Delaware limited partnership
	 	 	 
	 	By:	BreitBurn GP LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name: 	James G. Jackson
	 	Title:	Chief Financial Officer


 


	 	BreitBurn Finance Corporation,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer


 


	 	GUARANTORS:
	 	 
	 	BREITBURN OPERATING GP LLC
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer


 


	 	BREITBURN GP LLC
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer


 





Signature Page to Second Supplemental
Indenture – 7.875% Senior Notes Due 2022


 




    	 



    	 



    

  


	 	BREITBURN MANAGEMENT COMPANY LLC
	 	 	 
	 	By	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer


 





	 	BREITBURN OPERATING LP
	 	 	 
	 	By:	BreitBurn Operating GP LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer




 


	 	ALAMITOS COMPANY
	 	 	 
	 	By	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer


 


	 	BREITBURN FLORIDA 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: Chief Financial Officer


 





Signature Page to Second Supplemental
Indenture – 7.875% Senior Notes Due 2022


 




    	 



    	 



    

 


	 	BREITBURN SAWTELLE LLC
	 	 	 
	 	By:	/s/ Bruce D. McFarland
	 	Name:	Bruce D. McFarland
	 	Title:	Secretary


 


	 	BEAVER CREEK PIPELINE, L.L.C.
	 	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


 


	 	PHOENIX PRODUCTION COMPANY
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer
	 	 	 
	 	BreitBurn Oklahoma LLC,
	 	a Delaware limited liability company
	 	 	 
	 	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:	Chief Financial Officer


 





Signature Page to Second Supplemental
Indenture – 7.875% Senior Notes Due 2022


 




    	 



    	 



    

 


	 	BreitBurn Transpetco GP LLC,
	 	a Delaware limited liability company
	 	 	 
	 	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:	Chief Financial Officer
	 	 	 
	 	BreitBurn Transpetco LP LLC,
	 	a Delaware limited liability company
	 	 	 
	 	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:	Chief Financial Officer


 


	 	Transpetco Pipeline Company, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	BreitBurn Operating LP, on behalf of itself
	 	 	and as the sole member of Breitburn Transpecto
	 	 	GP LLC, each a general partner
	 	 	 
	 	By:	BreitBurn Operating GP LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Financial Officer


 





Signature Page to Second Supplemental
Indenture – 7.875% Senior Notes Due 2022


 




    	 



    	 



    

  


	 	QR ENERGY, LP
	 	 	 
	 	By:	QRE GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Executive Officer
	 	 	 
	 	QRE FINANCE CORPORATION
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Executive Officer
	 	 	 
	 	QRE GP, LLC
	 	 	 
	 	By:	/s/ James G. Jackson
	 	Name:	James G. Jackson
	 	Title:	Chief Executive 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 Executive Officer


 


	 	U.S. Bank National Association,
	 	as Trustee
	 	 	 
	 	By:	/s/ Leland Hansen
	 	Name:	Leland Hansen
	 	Title:	Vice President


 





Signature Page to Second Supplemental
Indenture – 7.875% Senior Notes Due 2022