Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
Exhibit I-3
Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
Exhibit I-4
Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
Exhibit J
Interim Order
Exhibit K
Initial Budget
Page v
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT is dated as of May 19, 2016, among
BREITBURN OPERATING LP, a Delaware limited partnership (the "Company"),
BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership ("Parent"), each of
the financial institutions from time to time party hereto (individually, a
"Lender" and collectively, the "Lenders"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, as administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the "Administrative Agent"), as Swing Line
Lender (in such capacity, "Swing Line Lender"), and as Issuing Lender (defined
hereinafter).
RECITALS
WHEREAS, on May 15, 2016 (the "Petition Date"), the Loan Parties (defined
hereinafter) and certain Subsidiaries (defined hereinafter) of the Loan Parties
(in such capacity, each a "Debtor" and collectively, the "Debtors") filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (defined
hereinafter) in the Bankruptcy Court (defined hereinafter);
WHEREAS, the Company has requested that Lenders provide it with a revolving
senior secured credit facility (the "DIP Facility"), to be used during the
Chapter 11 Cases (defined hereinafter), with an aggregate principal amount of up
to $75,000,000 available for borrowings and/or other extensions of credit on the
Interim Facility Effective Date (defined hereinafter), subject to the terms set
out herein (including the covenant in Section 8.20 in respect of the Budget) and
the other Loan Documents (defined hereinafter) and in the DIP Order (defined
hereinafter);
WHEREAS, the Guarantors (defined hereinafter) have agreed to guarantee the
Obligations (defined hereinafter) of the Company hereunder and the Company and
each Guarantor have agreed to secure all of the Obligations hereunder by
granting to the Administrative Agent, for the benefit of the Secured Parties
(defined hereinafter), a Lien (defined hereinafter) on substantially all of
their assets pursuant to and on the terms set forth in the DIP Order; and
WHEREAS, pursuant to the terms of the DIP Order, all Obligations will be secured
by valid perfected Liens on substantially all of the Loan Parties' assets,
having the priorities set forth in the DIP Order.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.01
Certain Defined Terms. The following terms have the following meanings:
"Acceptable Derivatives Resolution" has the meaning specified in Section
5.02(b).
Page 1
"Acquisition" means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a Person, or of any business unit or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock of a corporation (or similar entity), which stock has ordinary voting
power for the election of the members of