National Association as agent for the Priority Lien
Secured Parties referred to therein; U.S. Bank National Association, as Second
Lien Collateral Trustee (as defined therein); Breitburn Energy Partners LP,
Breitburn Finance Corporation, Breitburn Operating LP, and the other
subsidiaries of Breitburn Energy Partners LP, named therein from time to time
(the "Intercreditor Agreement"). Each Person that is secured hereunder, by
accepting the benefits of the security provided hereby, (i) consents (or is
deemed to consent), to the subordination of Liens provided for in the
Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be
bound by, and will take no actions contrary to, the provisions of the
Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Second
Lien Collateral Trustee on behalf of such Person to enter into, and perform
under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to
acknowledge) that a copy of the Intercreditor Agreement was delivered, or made
available, to such Person.
Notwithstanding any other provision contained herein, this Agreement, the Liens
created hereby and the rights, remedies, duties and obligations provided for
herein are subject in all respects to the provisions of the Intercreditor
Agreement. In the event of any conflict or inconsistency between the provisions
of this Agreement and the Intercreditor Agreement, the provisions of the
Intercreditor Agreement shall control.
Annex I to the Intercreditor Agreement
EXHIBIT A
to Intercreditor Agreement
[FORM OF]
INTERCREDITOR AGREEMENT JOINDER
The undersigned, _________________, a _______________, hereby agrees to become
party as a [Grantor] under the Intercreditor Agreement dated as of April 8, 2015
(the "Intercreditor Agreement") among Breitburn Energy Partners LP, Breitburn
Finance Corporation, Breitburn Operating LP, and the other Grantors from time to
time party thereto, Wells Fargo Bank, National Association as agent under the
Priority Credit Agreement (as defined therein) and U.S. Bank National
Association, as collateral trustee under the Indenture (as defined therein), for
all purposes thereof on the terms set forth therein, and to be bound by the
terms of the Intercreditor Agreement as fully as if the undersigned had executed
and delivered the Intercreditor Agreement as of the date thereof.
The provisions of Article 9 of the Intercreditor Agreement will apply with like
effect to this Joinder.
IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement
Joinder to be executed by their respective officers or representatives as of
______________, 20____.
[_____________________]
By:
Name:
Title:
Exhibit A to the Intercreditor Agreement
EXHIBIT B
to Intercreditor Agreement
[FORM OF]
LIEN SHARING AND PRIORITY CONFIRMATION JOINDER
Reference is made to the Intercreditor Agreement, dated as of April 8, 2015 (as
amended, supplemented, amended and restated or otherwise modified and in effect
from time to time, the "Intercreditor Agreement") among WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Agent for the priority Lien Secured Parties (as defined
therein), U.S. Bank National Association, as Collateral Trustee for the Second
Lien Secured Parties (as defined therein), BREITBURN ENERGY PARTNERS LP, a
Delaware limited partnership ("Parent Company"), BREITBURN FINANCE CORPORATION,
a Delaware corporation and a