SEC Info - Phoenix Production Co, et al. - ‘POSASR’ on 11/24/14

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Phoenix Production Co, et al. – ‘POSASR’ on 11/24/14 – ‘EX-4.8’

On: Monday, 11/24/14, at 5:30pm ET · Effective: 11/24/14 · Accession #: 1144204-14-70729 · File #s: 333-181531, -01, -02, -03, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -16, -17, -18, -19, -20, -21, -22, -23

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/24/14  Phoenix Production Co             POSASR     11/24/14   16:821K                                   Toppan Vintage/FA
          GTG Pipeline LLC
          Breitburn Sawtelle LLC
          Breitburn Operating LP
          Breitburn Energy Partners LP
          Breitburn Transpetco LP LLC
          QR Energy, LP
          Transpetco Pipeline Company, L.P.
          Beaver Creek Pipeline, L.L.C.
          Mercury Michigan Company, LLC
          Breitburn Operating GP LLC
          QRE Finance Corp
          Breitburn Oklahoma LLC
          Terra Pipeline Co LLC
          Terra Energy Co LLC
          Alamitos Co
          Breitburn Transpetco GP LLC
          Breitburn GP LLC
          Breitburn Management Co LLC
          Breitburn Florida LLC
          Qre GP, LLC
          QRE Operating, LLC

Post-Effective Amendment to an S-3ASR or F-3ASR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POSASR      Post-Effective Amendment to an S-3ASR or F-3ASR     HTML    128K 
 2: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     45K 
 3: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     44K 
 4: EX-5.2      Opinion re: Legality                                HTML     26K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     14K 
15: EX-23.10    Consent of Experts or Counsel                       HTML     15K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML     14K 
 8: EX-23.3     Consent of Experts or Counsel                       HTML     14K 
 9: EX-23.4     Consent of Experts or Counsel                       HTML     13K 
10: EX-23.5     Consent of Experts or Counsel                       HTML     14K 
11: EX-23.6     Consent of Experts or Counsel                       HTML     14K 
12: EX-23.7     Consent of Experts or Counsel                       HTML     18K 
13: EX-23.8     Consent of Experts or Counsel                       HTML     15K 
14: EX-23.9     Consent of Experts or Counsel                       HTML     13K 
16: EX-25.3     Statement re: Eligibility of Trustee -- Form T-1|2  HTML     69K 
 5: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML     16K

EX-4.8 — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 4.8

BREITBURN ENERGY PARTNERS LP

BREITBURN FINANCE CORPORATION

and

the Guarantors named herein

8.625% SENIOR NOTES DUE 2020

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 24, 2014

INDENTURE

Dated as of October 6, 2010

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 October 6, 2010 (as heretofore supplemented, the “Indenture”), pursuant to which the Company has issued $305,000,000 in the aggregate principal amount of 8.625% Senior Notes due 2020 (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 – 8.625% Senior Notes Due 2020

	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 – 8.625% Senior Notes Due 2020

	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 – 8.625% Senior Notes Due 2020

	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 – 8.625% Senior Notes Due 2020

	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

Signature Page to Second Supplemental Indenture – 8.625% Senior Notes Due 2020

	U.S. Bank National Association,
	as Trustee

	By:	/s/ *Leland Hansen*
	Name:	Leland Hansen
	Title:	Vice President

Signature Page to Second Supplemental Indenture – 8.625% Senior Notes Due 2020

Dates Referenced Herein and Documents Incorporated by Reference

This ‘POSASR’ Filing	Date	Other Filings

Filed on / Effective on:	11/24/14	15-12B, 3, 8-K, POS AM
	10/6/10
		List all Filings

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Filing Submission 0001144204-14-070729 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Phoenix Production Co, et al. – ‘POSASR’ on 11/24/14 – ‘EX-4.8’

On: Monday, 11/24/14, at 5:30pm ET · Effective: 11/24/14 · Accession #: 1144204-14-70729 · File #s: 333-181531, -01, -02, -03, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -16, -17, -18, -19, -20, -21, -22, -23

Previous ‘POSASR’: ‘POSASR’ on 9/27/13 · Latest ‘POSASR’: This Filing

Post-Effective Amendment to an S-3ASR or F-3ASRFiling Table of Contents

EX-4.8 — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-3ASR or F-3ASR
Filing Table of Contents