BBEPP / Breitburn Energy Partners LP, 8.25% Series A Preferred Units - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Breitburn Energy Partners LP, 8.25% Series A Preferred Units
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CIK 1357371
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Breitburn Energy Partners LP, 8.25% Series A Preferred Units
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 29, 2018 15-12B

BBEP / Breitburn Energy Partners LP 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-33055; 333-204315; 333-204937; 333-201396; 333-205449; 333-181526; 333

March 29, 2018 15-15D

BBEP / Breitburn Energy Partners LP 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers 333-204937; 333-204315 Breitburn Energy Partners LP (Exact name of registra

March 29, 2018 15-15D

BBEP / Breitburn Energy Partners LP 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers 333-204937; 333-204315 Breitburn Energy Partners LP (Exact name of registra

March 28, 2018 EX-2.1

Order of the Bankruptcy Court, dated March 26, 2018, confirming the Debtors’ Third Amended Joint Chapter 11 Plan (With Technical Modifications), including the Plan annexed thereto as Exhibit A.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -x : In re : Chapter 11 : BREITBURN ENERGY : Case No.

March 28, 2018 8-K

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 26, 2018 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of incorporation or jurisd

December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

Document As filed with the Securities and Exchange Commission on December 14, 2017 Registration No.

December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

Document As filed with the Securities and Exchange Commission on December 14, 2017 Registration No.

December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

Document As filed with the Securities and Exchange Commission on December 14, 2017 Registration No.

December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

As filed with the Securities and Exchange Commission on December 14, 2017 Registration No.

December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

Document As filed with the Securities and Exchange Commission on December 14, 2017 Registration No.

December 14, 2017 POS AM

BBEP / Breitburn Energy Partners LP POS AM

POS AM 1 s-3posam333x201396.htm POS AM As filed with the Securities and Exchange Commission on December 14, 2017 Registration No. 333-201396 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-3 REGISTRATION STATEMENT NO. 333-201396 UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP (Exact name of registrant as specified in i

December 5, 2017 8-K/A

Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2017 (November 28, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Commission File Number: 001-33055

December 5, 2017 EX-99.4

BREITBURN ENERGY PARTNERS LP By: BREITBURN GP LLC, its general partner Date: December 4, 2017 By: /s/ Halbert S. Washburn Halbert S. Washburn Chief Executive Officer

Exhibit Exihbit 99.4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BREITBURN ENERGY PARTNERS LP By: BREITBURN GP LLC, its general partner Date: December 4, 2017 By: /s/ Halbert S. Washburn Halbert S. Washburn Chief Executive Officer

December 4, 2017 EX-10.2

First Amendment to Amended and Restated Backstop Commitment Agreement, dated November 28, 2017, by and among the Debtors and the other parties thereto, including a copy of the Debtors’ Amended Rights Offering Procedures.

Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT (this ?BCA Amendment?) dated November 28, 2017 is entered into between: (a) each of the debtors and debtors in possession in the jointly administered chapter 11 bankruptcy cases under the lead case In re Breitburn Energy Partners LP, Case No.

December 4, 2017 EX-99.1

Breitburn Energy Partners LP Reaches Agreement in Principle Regarding Amended Plan of Reorganization

Breitburn Energy Partners LP Reaches Agreement in Principle Regarding Amended Plan of Reorganization November 28, 2017 03:04 PM Eastern Standard Time LOS ANGELES-(BUSINESS WIRE)-Breitburn Energy Partners LP (?Breitburn?) and its affiliates, as debtors and debtors in possession (collectively, the ?Debtors?), today announced that they have reached an agreement in principle (the ?Agreement in Principle?) with their key creditor constituencies with respect to an amended plan of reorganization and restructuring.

December 4, 2017 EX-99.2

DEBTORS’ THIRD AMENDED JOINT CHAPTER 11 PLAN

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -x : In re : : Chapter 11 BREITBURN ENERGY : PARTNERS LP, et al.

December 4, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a20171128form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) December 4, 2017 (November 28, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (S

December 4, 2017 EX-99.3

DISCLOSURE STATEMENT FOR DEBTORS’ THIRD AMENDED JOINT CHAPTER 11 PLAN WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Stephen Karotkin 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -x : In re : Chapter 11 : BREITBURN ENERGY : Case No.

December 4, 2017 EX-10.1

First Amendment to Amended and Restated Restructuring Support Agreement, dated November 28, 2017, by and among the Debtors and the other parties thereto, including a copy of the Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization, dated November 28 2017.

Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (this “RSA Amendment”) dated November 28, 2017 is entered into among: (a) each of the debtors and debtors in possession in the jointly administered chapter 11 bankruptcy cases under the lead case In re Breitburn Energy Partners LP, Case No.

November 16, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 16, 2017 (November 15, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdi

November 16, 2017 EX-10.1

Sixth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of November 15, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender.

Exhibit Execution Version SIXTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS SIXTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this ? Amendment ?) is dated effective as of November 15, 2017, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the ? Company ?), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (? Parent ?), the other 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 ?).

November 13, 2017 10-Q

BBEP / Breitburn Energy Partners LP 10-Q (Quarterly Report)

10-Q 1 bbep9301710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Numbe

October 16, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 13, 2017 (October 11, 2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 13, 2017 (October 11, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or jurisd

October 16, 2017 EX-99.2

PROPOSED DISCLOSURE STATEMENT FOR DEBTORS’ JOINT CHAPTER 11 PLAN

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -x : In re : Chapter 11 : BREITBURN ENERGY : Case No.

October 16, 2017 EX-10.2

Amended and Restated Backstop Commitment Agreement, dated as of October 11, 2017, by and among the Debtors and the other parties thereto.

Execution Version AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT AMONG THE SECOND LIEN NOTEHOLDER GROUP PARTIES PARTY HERETO, THE COMMITMENT PARTIES PARTY HERETO AND Breitburn Energy Partners LP AND each of the Debtors Identified as such herein Dated as of October 11, 2017 TABLE OF CONTENTS Page Article I DEFINITIONS AND CONSTRUCTION 2 Section 1.

October 16, 2017 EX-99.1

DEBTORS’ JOINT CHAPTER 11 PLAN

EX-99.1 4 a20171013exhibit991.htm EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -x : In re : : Chapter 11 BREITBURN ENERGY : PARTNERS LP, et al., : Case No. 16-11390 (SMB) : Debtors. : (Jointly Administered) : -x DEBTORS’ JOINT CHAPTER 11 PLAN WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Stephen Karotkin, Esq. 767 Fifth Avenue New York, New York 10153 (212) 310-8000

October 16, 2017 EX-10.1

Amended and Restated Restructuring Support Agreement, made and entered into as of October 11, 2017, by and among the Debtors and the other parties thereto.

EXECUTION VERSION THIS AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.

October 2, 2017 8-K

Regulation FD Disclosure

8-K 1 a20171002form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 2 (September 27, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State o

August 29, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) August 25, 2017 (August 29, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdictio

August 29, 2017 EX-10.1

Fifth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of August 25, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender.

Exhibit EXECUTION VERSION FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this ? Amendment ?) is dated effective as of August 25, 2017, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the ? Company ?), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (? Parent ?), the other 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 ?).

August 10, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) August 10, 2017 (August 9, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction

August 10, 2017 EX-10.1

Fourth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of July 17, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 10, 2017).

Exhibit EXECUTION VERSION FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this ? Amendment ?) is dated effective as of July 17, 2017, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the ? Company ?), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (? Parent ?), the other 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 ?).

August 9, 2017 10-Q

BBEP / Breitburn Energy Partners LP 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-33055 Breitburn Energy Partn

June 8, 2017 8-K

Termination of a Material Definitive Agreement

8-K 1 form8-k20170608.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 8, 2017 (June 7, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or ot

May 25, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8k20170524.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 25, 2017 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction

May 25, 2017 EX-99.2

CONFIDENTIAL PRELIMINARY DISCUSSION MATERIALS Highly Confidential Subject to FRE 408 Subject to Express Confidentiality Agreement BREITBURN ENERGY PARTNERS LP INCLUDES APRIL 19, 2017 PRESENTATION AND SUBSEQUENT SUPPLEMENTAL MATERIALS CONFIDENTIAL Non

exhibit99205242017 CONFIDENTIAL PRELIMINARY DISCUSSION MATERIALS Highly Confidential Subject to FRE 408 Subject to Express Confidentiality Agreement BREITBURN ENERGY PARTNERS LP INCLUDES APRIL 19, 2017 PRESENTATION AND SUBSEQUENT SUPPLEMENTAL MATERIALS CONFIDENTIAL None of Breitburn, Lazard Fr?res & Co.

May 25, 2017 EX-99.3

CONFIDENTIAL DRAFT MAY NOT BE DISTRIBUTED BEYOND DIRECT RECIPIENTS Rights Offering • A rights offering to raise a total of $1.0 billion of common equity (“New Common Stock”) in the Reorganized Debtors (the “Rights Offering”), on terms as set forth on

exhibit993 CONFIDENTIAL DRAFT MAY NOT BE DISTRIBUTED BEYOND DIRECT RECIPIENTS Rights Offering ? A rights offering to raise a total of $1.

May 25, 2017 EX-99.1

CONFIDENTIAL Highly Confidential Subject to FRE 408 Subject to Express Confidentiality Agreement BREITBURN ENERGY PARTNERS LP PRELIMINARY DISCUSSION MATERIALS DECEMBER 6 2016 Exhibit 99.1 CONFIDENTIAL None of Breitburn, Lazard Frères & Co. LLC (“Laza

exhibit99105242017 CONFIDENTIAL Highly Confidential Subject to FRE 408 Subject to Express Confidentiality Agreement BREITBURN ENERGY PARTNERS LP PRELIMINARY DISCUSSION MATERIALS DECEMBER 6 2016 Exhibit 99.

May 12, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 12, 2017 (May 11, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of i

May 12, 2017 EX-10.1

THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Exhibit Execution Version THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS THIRD AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this ? Amendment ?) is dated effective as of May 11, 2017, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the ? Company ?), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (? Parent ?), the other 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 ?).

May 10, 2017 10-Q

Breitburn Energy Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-33055 Breitburn En

April 27, 2017 10-K/A

Breitburn Energy Partners LP 10-K/A (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-33055

April 27, 2017 EX-10.2

BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT

Exhibit KEP PARTICIPANTS BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT Pursuant to this Incentive Bonus Award Agreement, dated as of March 7, 2017 (the ? Agreement ?), Breitburn GP LLC (the ? Company ?), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the ? Partnership ?), hereby grants to the individual set forth on Exhibit A hereto (the ? Participant ?) the following award of an incentive bonus (the ? Award ?), pursuant and subject to the terms and conditions of this Agreement.

April 27, 2017 EX-10.1

BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT

Exhibit KEIP PARTICIPANTS - TOP 4 EXECUTIVES BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT Pursuant to this Incentive Bonus Award Agreement, dated as of March 7, 2017 (the ? Agreement ?), Breitburn GP LLC (the ? Company ?), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the ? Partnership ?), hereby grants to the individual set forth on Exhibit A hereto (the ? Participant ?) the following award of an incentive bonus (the ? Award ?), pursuant and subject to the terms and conditions of this Agreement.

March 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a20130308form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 8, 2017 (March 3, 2017) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or

March 8, 2017 10-K

Breitburn Energy Partners LP 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-33055 Breitburn Energy

March 8, 2017 EX-99.1

February 17, 2017

Exhibit 99.1 February 17, 2017 Mr. Mark L. Pease Breitburn Management Company, LLC 1111 Bagby Street, Suite 1600 Houston, Texas 77002 Dear Mr. Pease: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2016, to the Breitburn Operating L.P. (BOLP) interest in certain oil and gas properties located in the United States. We completed our evalu

March 8, 2017 EX-3.4

First Amendment to Third Amended and Restated Limited Partnership Agreement of Breitburn Energy Partners LP, effective as of May 13, 2016 (incorporated herein by reference to Exhibit 3.4 to the Annual Report on Form 10-K filed on March 8, 2017).

EXHIBIT 3.4 FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BREITBURN ENERGY PARTNERS LP THIS FIRST AMENDMENT (this “Amendment”) to the Third Amended and Restated Limited Partnership Agreement (the “Agreement”) of Breitburn Energy Partners LP (the “Company”) is entered into effective as of May 13, 2016. Capitalized terms used but not otherwise defined in this Ame

March 8, 2017 EX-99.2

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4905 817- 336-2461 1000 LOUISIANA STREET, SUITE 1900 HOUSTON,

Exhibit Exhibit 99.2 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4905 817- 336-2461 1000 LOUISIANA STREET, SUITE 1900 HOUSTON, TEXAS 77002-5017 713-651-9944 February 8, 2017 Mr. Mark L. Pease Breitburn Management Company, LLC 600 Travis Street, Suite 4800

March 8, 2017 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, 2016 2015 2014 2013 2012 Earnings Available for Fixed Charges Net (loss) income attributable to the partnership $ (814,339 ) $ (2,58

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, 2016 2015 2014 2013 2012 Earnings Available for Fixed Charges Net (loss) income attributable to the partnership $ (814,339 ) $ (2,583,339 ) $ 421,333 $ (43,671 ) $ (40,801 ) Add: income tax (benefit) expense (1,835 ) 1,527 (73 ) 905 84 Less: income from equity investme

March 8, 2017 EX-3.8

Amendment No. 3 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC, effective as of May 13, 2016 (incorporated by reference to Exhibit 3.8 to the Annual Report on Form 10-K filed on March 8, 2017).

EXHIBIT 3.8 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BREITBURN GP LLC THIS AMENDMENT NO. 3 (this “Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Breitburn GP LLC (the “Company”) is entered into effective as of May 13, 2016. Capitalized terms used but not otherwise defined in this Amendment shall have

March 8, 2017 EX-21.1

SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP

Exhibit 21.1 SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP Name Jurisdiction Breitburn Operating GP LLC Delaware Breitburn Operating LP Delaware Alamitos Company California Breitburn Florida LLC Delaware Breitburn Sawtelle LLC Delaware GTG Pipeline LLC Virginia Mercury Michigan Company, LLC Michigan Phoenix Production Company Wyoming Breitburn Transpetco LP LLC Delaware Breitburn Transpetco GP LLC

December 16, 2016 EX-10.1

FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT

EX-10.1 2 exhibit10120161215.htm EXHIBIT 10.1 FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated effective as of December 15, 2016, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (“Paren

December 16, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8-k20161215.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) December 15, 2016 (December 13, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (S

December 16, 2016 EX-10.2

SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT

EX-10.2 3 exhibit10220161215.htm EXHIBIT 10.2 SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated effective as of December 15, 2016, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS LP, a Delaware limited partnership (“Par

November 8, 2016 10-Q

Breitburn Energy Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-33055 Breitbur

November 8, 2016 EX-10.5

FIRST AMENDMENT TO BREITBURN ENERGY PARTNERS LP 2006 FIRST AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (cash settled)

FIRST AMENDMENT TO BREITBURN ENERGY PARTNERS LP 2006 FIRST AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (cash settled) This First Amendment (this “Amendment”) to Restricted Phantom Unit Agreement (Cash Settled) is made as of May 11, 2016, by and among Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP (the “Partnership”), the Partnership and [] (the “Participant”).

November 8, 2016 EX-10.4

BREITBURN ENERGY PARTNERS LP AMENDED AND RESTATED INCENTIVE BONUS AWARD AGREEMENT

EX-10.4 3 q3201610-qex104.htm EXHIBIT 10.4 KEP PARTICIPANTS BREITBURN ENERGY PARTNERS LP AMENDED AND RESTATED INCENTIVE BONUS AWARD AGREEMENT Pursuant to this Amended and Restated Incentive Bonus Award Agreement, dated as of September 16, 2016 (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnershi

November 8, 2016 EX-10.3

BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT

KEIP PARTICIPANTS - TOP 4 EXECUTIVES BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT Pursuant to this Incentive Bonus Award Agreement, dated as of September 16, 2016 (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to the individual set forth on Exhibit A hereto (the “Participant”) the following award of an incentive bonus (the “Award”), pursuant and subject to the terms and conditions of this Agreement.

October 11, 2016 8-K

Regulation FD Disclosure

8-K 1 form8-k201610111.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 11, 2016 (October 11, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (St

September 21, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) September 21, 2016 (September 16, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other juris

August 8, 2016 10-Q

Breitburn Energy Partners LP 10-Q (Quarterly Report)

10-Q 1 bbep6301610q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001

May 26, 2016 8-K

Breitburn Energy Partners LP 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) May 26, 2016 (May 23, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of i

May 26, 2016 EX-10.1

DEBTOR-IN-POSSESSION CREDIT AGREEMENT BREITBURN OPERATING LP, AS THE BORROWER BREITBURN ENERGY PARTNERS LP, AS PARENT GUARANTOR WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND ISSUING LENDER AND THE FINANCIAL IN

Exhibit Exhibit 10.1 EXECUTION VERSION DEBTOR-IN-POSSESSION CREDIT AGREEMENT AMONG BREITBURN OPERATING LP , AS THE BORROWER AND BREITBURN ENERGY PARTNERS LP , AS PARENT GUARANTOR WELLS FARGO BANK, NATIONAL ASSOCIATION , AS ADMINISTRATIVE AGENT , S WING LINE LENDER AND ISSUING LENDER AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO , AS LENDERS WELLS FARGO SECURITIES, LLC CITIGROUP GLO

May 18, 2016 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 a20160518form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 18, 2016 (May 16, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or ot

May 16, 2016 EX-99.2

Breitburn Energy Partners Commences Chapter 11 Cases to Facilitate Balance Sheet Restructuring Secures $75 Million in Debtor-in-Possession Financing Discussions Will Continue With Secured and Unsecured Creditors Regarding Terms of Expedited Balance S

EX-99.2 3 a20160516form8-kex99x02.htm EXHIBIT 99.2 Exhibit 99.2 Breitburn Energy Partners Commences Chapter 11 Cases to Facilitate Balance Sheet Restructuring Secures $75 Million in Debtor-in-Possession Financing Discussions Will Continue With Secured and Unsecured Creditors Regarding Terms of Expedited Balance Sheet Restructuring Operations to Continue as Usual During Restructuring Process LOS AN

May 16, 2016 EX-99.1

Debtor Affiliates

SEC Exhibit Exhibit 99.1 Debtor Affiliates 1. Breitburn Management Company LLC 2. Breitburn Operating GP LLC 3. Breitburn Operating LP 4. Breitburn Finance Corporation 5. Breitburn GP LLC 6. Breitburn Sawtelle LLC 7. Breitburn Oklahoma LLC 8. Phoenix Production Company 9. QR Energy, LP 10. QRE GP, LLC 11. QRE Operating, LLC 12. Breitburn Transpetco LP LLC 13. Breitburn Transpetco GP LLC 14. Transp

May 16, 2016 8-K

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

8-K 1 a20160516form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2016 (May 15, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or o

May 9, 2016 EX-99.1

Breitburn Energy Partners Reports First Quarter 2016 Results

Exhibit Exhibit 99.1 Breitburn Energy Partners Reports First Quarter 2016 Results LOS ANGELES, May 9, 2016 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the first quarter 2016. Additional details concerning Breitburn’s operations and financial results are available in its first quarter 2016 report on Form 10-Q, which will be filed with the Securit

May 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kq12016earningsrelease8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 9, 2016 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incor

May 9, 2016 10-Q

Breitburn Energy Partners LP 10-Q (Quarterly Report)

10-Q 1 bbep3311610q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 00

April 29, 2016 8-K

Breitburn Energy Partners LP 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 29, 2016 (April 28, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of (C

April 15, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 15, 2016 (April 13, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of incorp

April 14, 2016 EX-99.1

BREITBURN ENERGY PARTNERS ANNOUNCES DECISION TO SUSPEND DECLARATIONS OF PREFERRED DISTRIBUTIONS AND DEFER MAKING INTEREST PAYMENTS PENDING OUTCOME OF DISCUSSIONS WITH SECURED DEBTHOLDERS

Exhibit BREITBURN ENERGY PARTNERS ANNOUNCES DECISION TO SUSPEND DECLARATIONS OF PREFERRED DISTRIBUTIONS AND DEFER MAKING INTEREST PAYMENTS PENDING OUTCOME OF DISCUSSIONS WITH SECURED DEBTHOLDERS LOS ANGELES, April 14, 2016 - Breitburn Energy Partners LP (“Breitburn”) (NASDAQ: BBEP) today announced that it has elected to suspend the declaration of any further distributions on its 8.

April 14, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a20160414form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 14, 2016 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdi

April 1, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k20160401.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 1, 2016 (March 28, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or

April 1, 2016 EX-10.1

CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 ex10120160401.htm EXHIBIT 10.1 Execution Version CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Consent”) is dated effective as of March 28, 2016, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS LP, as Parent Guarantor (the “Parent”)

March 25, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 25, 2016 (March 23, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of (C

March 7, 2016 DEFA14A

Breitburn Energy Partners LP DEFA14A

DEFA14A 1 a2016noticeandaccess.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by

March 7, 2016 DEF 14A

Breitburn Energy Partners LP DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a party other than the Registrant ¨ Check the appropriate box ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Prox

February 26, 2016 10-K

Breitburn Energy Partners LP 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-33055 Breitburn Energy Part

February 26, 2016 EX-99.1

Breitburn Energy Partners Reports Fourth Quarter and Full Year 2015 Results and Provides Full Year 2016 Operational Guidance

EX-99.1 2 a2015q4exhibit991earningsr.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Reports Fourth Quarter and Full Year 2015 Results and Provides Full Year 2016 Operational Guidance LOS ANGELES, February 26, 2016 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the fourth quarter and full year 2015 as well as operational guidance for its ex

February 26, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kq42015earningsrelease8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 26, 2016 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of

February 26, 2016 EX-10.44

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled - For Directors)

Exhibit 10.44 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled - For Directors) Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to [Name] (the “Participant”) the fo

February 26, 2016 EX-10.39

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT

EX-10.39 4 exhibit10392016executiverp.htm EXHIBIT 10.39 (Employment Agreement Form) Exhibit 10.39 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”

February 26, 2016 EX-10.15

AMENDMENT NO. 7 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC

Exhibit 10.15 AMENDMENT NO. 7 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC This Amendment No. 7 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) by and between Pacific Coast Energy Company LP, a Delaware limited partnership (“PCEC”), and Breitburn Managemen

February 26, 2016 EX-21.1

SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP

Exhibit 21.1 SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP Name Jurisdiction Breitburn Operating GP LLC Delaware Breitburn Operating LP Delaware Alamitos Company California Breitburn Florida LLC Delaware Breitburn Sawtelle LLC Delaware GTG Pipeline LLC Virginia Mercury Michigan Company, LLC Michigan Phoenix Production Company Wyoming Breitburn Transpetco LP LLC Delaware Breitburn Transpetco GP LLC

February 26, 2016 EX-99.1

February 2, 2016

Exhibit 99.1 February 2, 2016 Mr. Mark L. Pease Breitburn Management Company, LLC 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Dear Mr. Pease: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31 , 2015, to the Breitburn Operating L.P. (BOLP) interest in certain oil and gas properties located in the United States. We completed our ev

February 26, 2016 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, 2015 2014 2013 2012 2011 Earnings Available for Fixed Charges Net (loss) income attributable to the partnership $ (2,583,339 ) $ 421

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, 2015 2014 2013 2012 2011 Earnings Available for Fixed Charges Net (loss) income attributable to the partnership $ (2,583,339 ) $ 421,333 $ (43,671 ) $ (40,801 ) $ 110,497 Add: income tax expense (benefit) 1,527 (73 ) 905 84 1,188 Less: income from equity investments 67

February 26, 2016 EX-10.41

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (For Directors)

EX-10.41 6 exhibit10412016directorrpu.htm EXHIBIT 10.41 Exhibit 10.41 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (For Directors) Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby gr

February 26, 2016 EX-10.40

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT

EX-10.40 5 exhibit10402016employeerpu.htm EXHIBIT 10.40 (General Employee Form) Exhibit 10.40 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), h

February 26, 2016 EX-10.43

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled)

(General Employee Form) Exhibit 10.43 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled) Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to Name (the “Participant”)

February 26, 2016 EX-10.42

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled)

(Employment Agreement Form) Exhibit 10.42 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled) Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to Name (the “Participan

February 26, 2016 EX-99.2

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE

Exhibit 99.2 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 625 HOUSTON, TEXAS 77002-5008 713-651-9944 January 20, 2016 Mr. Mark L. Pease Breitburn Management Company, LLC 600 Travis Street, Suite

February 26, 2016 EX-10.45

BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT

Exhibit 10.45 BREITBURN ENERGY PARTNERS LP INCENTIVE BONUS AWARD AGREEMENT Pursuant to this Incentive Bonus Award Agreement, dated as of [], 2016 (the “Agreement”), Breitburn GP LLC (the “Company”), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to [] (the “Participant”) the following award of an incentive bonus (the “Award

February 26, 2016 EX-10.14

AMENDMENT NO. 6 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC

EX-10.14 2 exhibit1014amendmentno6toa.htm EXHIBIT 10.14 Exhibit 10.14 AMENDMENT NO. 6 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC This Amendment No. 6 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) by and between Pacific Coast Energy Company LP, a Delawa

February 11, 2016 8-K

Termination of a Material Definitive Agreement

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 11, 2016 (February 5, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction

February 3, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 3, 2016 (January 28, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction o

January 22, 2016 8-K

Breitburn Energy Partners 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) January 22, 2016 (January 21, 2016) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction o

November 5, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 bbep9301510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Numbe

November 5, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8kq32015earningsrelease8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 5, 2015 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of

November 5, 2015 EX-99.1

Breitburn Energy Partners Reports Third Quarter 2015 Results

EX-99.1 2 a2015q3exhibit991earnings.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Reports Third Quarter 2015 Results LOS ANGELES, November 5, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the third quarter 2015. Key Highlights • Reported third quarter total production of 5 MMBoe, in line with Breitburn's guidance. • Reported pre-tax

November 3, 2015 8-K

Shareholder Director Nominations

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 3, 2015 (October 29, 2015) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction o

September 11, 2015 424B3

BREITBURN ENERGY PARTNERS LP 59,368,399 Series B Perpetual Convertible Preferred Units 59,368,399 Common Units Representing Limited Partner Interests

424B3 1 d941494d424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-204937 PROSPECTUS BREITBURN ENERGY PARTNERS LP 59,368,399 Series B Perpetual Convertible Preferred Units 59,368,399 Common Units Representing Limited Partner Interests This prospectus relates to up to 59,368,399 Series B Perpetual Convertible Preferred Units (the “Series B Preferred Units”) of B

September 9, 2015 CORRESP

Breitburn Energy Partners ESP

CORRESP BREITBURN ENERGY PARTNERS LP 515 South Flower Street, Suite 4800 Los Angeles, CA 90071 (213) 225-5900 September 9, 2015 Via EDGAR H.

September 9, 2015 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Six Months Ended June 30, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to the p

EX-12.1 Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Six Months Ended June 30, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to the partnership $ (364,532 ) $ 421,333 $ (43,671 ) $ (40,801 ) $ 110,497 $ 34,751 Add: income tax expense (benefit) 351 (73 ) 905 84 1

September 9, 2015 EX-15.1

Suite 3600

Exhibit 15.1 Deloitte & Touche LLP Suite 3600 555 Seventeenth Street Denver, CO 80202-3942 USA Tel: + 1 303 292 5400 Fax: + 1 303 312 4000 www.deloitte.com September 8, 2015 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accep

September 9, 2015 S-3/A

Breitburn Energy Partners FORM S-3/A

S-3/A 1 d941494ds3a.htm FORM S-3/A Table of Contents As filed with the Securities and Exchange Commission on September 8, 2015 Registration No. 333-204937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaw

August 6, 2015 EX-99.1

Breitburn Energy Partners Reports Second Quarter 2015 Results and Provides Second Half 2015 Guidance

EX-99.1 2 a2015q2exhibit991earnings.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Reports Second Quarter 2015 Results and Provides Second Half 2015 Guidance LOS ANGELES, August 6, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the second quarter 2015 and provided second half 2015 guidance. Key Highlights • Closed the $1 billion strat

August 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 bbep6301510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001

August 6, 2015 8-K

Breitburn Energy Partners 8-K (Current Report/Significant Event)

8K Q2 2015 Earnings Release 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 30, 2015 CORRESP

Breitburn Energy Partners ESP

July 30, 2015 Via EDGAR H. Roger Schwall Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Breitburn Energy Partners LP Registration Statement on Form S-3 Filed June 12, 2015 File No. 333-204937 Form 10-K for Fiscal Year Ended December 31, 2014 Filed March 2, 2015 File No. 001-33055 Ladies and Gentlemen: Set forth belo

July 2, 2015 EX-23.7

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE

Exhibit 23.7 - Form S-8 Exhibit 23.7 C AWLEY , G ILLESPIE & A SSOCIATES , I NC . PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 625 HOUSTON, TEXAS 77002-5008 713-651-9944 CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC. As independent

July 2, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Roberta E.

July 2, 2015 S-8

Breitburn Energy Partners FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on July 2, 2015 Registration No.

July 2, 2015 EX-15.1

Deloitte & Touche LLP Suite 3600 555 Seventeenth Street Denver, CO 80202-3942 USA Tel: + 1 303 292 5400 Fax: + 1 303 312 4000 www.deloitte.com

Exhibit 15.1 - Form S-8 Exhibit 15.1 Deloitte & Touche LLP Suite 3600 555 Seventeenth Street Denver, CO 80202-3942 USA Tel: + 1 303 292 5400 Fax: + 1 303 312 4000 www.deloitte.com July 2, 2015 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standa

June 18, 2015 8-K

Breitburn Energy Partners FORM 8-K (Current Report/Significant Event)

Form 8-K 2015 Annual Meeting Voting Results UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 18, 2015 EX-10.1

SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN

Form 8K 2015 06 18 Exhibit 10.1 Exhibit 10.1 SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN This Second Amendment (this “Amendment”) to the First Amended and Restated Breitburn Energy Partners LP 2006 Long Term Incentive Plan, as amended (the “Plan”) is made and adopted as of April 23, 2015 by the Compensation and Governance Committee

June 12, 2015 EX-15.1

June 12, 2015

EX-15.1 Exhibit 15.1 June 12, 2015 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas prod

June 12, 2015 S-3

Breitburn Energy Partners S-3

S-3 1 d941494ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on June 12, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1311 74-3169953 (State or other jur

June 11, 2015 8-K

Breitburn Energy Partners FORM 8-K (Current Report/Significant Event)

Form 8K 2015.06.11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 11, 2015 Breitburn Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of (Comm

May 19, 2015 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Three Months Ended March 31, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to th

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Three Months Ended March 31, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to the partnership $ (58,825 ) $ 421,333 $ (43,671 ) $ (40,801 ) $ 110,497 $ 34,751 Add: income tax expense (benefit) 92 (73 ) 905 84 1,188 (2

May 19, 2015 S-3ASR

As filed with the Securities and Exchange Commission on May 19, 2015

S-3ASR 1 d927936ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on May 19, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP* BREITBURN FINANCE CORPORATION (Exact name of registrant as specified in its charter) Delaw

May 19, 2015 EX-25.3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific

May 19, 2015 EX-15.1

May 18, 2015

Exhibit 15.1 May 18, 2015 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas producing pro

May 15, 2015 8-K/A

Financial Statements and Exhibits

8-K/A 1 v4108518ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 15, 2015 (November 21, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State

May 15, 2015 EX-99.1

Breitburn Energy Partners LP and Subsidiaries Unaudited Pro Forma Combined Statement of Operations For the Year Ended December 31, 2014

Exhibit 99.1 bREITBurn Energy Partners LP Page Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2014 1 Notes to Unaudited Pro Forma Combined Statement of Operations 2 Breitburn Energy Partners LP and Subsidiaries Unaudited Pro Forma Combined Statement of Operations For the Year Ended December 31, 2014 Breitburn QRE Historical Pro Forma Adjustments Breitburn Thou

May 5, 2015 EX-10.1

AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC

Exhibit 10.1 AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY LLC This Amendment No.5 to the Third Amended and Restated Administrative Services Agreement, as amended (the ?ASA?) by and between Pacific Coast Energy Company LP, a Delaware limited partnership (?PCEC?), and Breitburn Management

May 5, 2015 EX-3.2

Certificate of Amendment to Certificate of Limited Partnership of Breitburn Energy Partners LP (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on May 5, 2015.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS L.P. Pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, as amended, it is hereby certified that: 1.The name of the limited partnership (the ?Partnership?) is BreitBurn Energy Partners L.P. 2.The Certificate of Formation of the Partnership is hereby amended by del

May 5, 2015 EX-99.1

Breitburn Energy Partners Reports First Quarter 2015 Results

2015Q1 Exhibit 99.1 Earnings Release 8-K Exhibit 99.1 Breitburn Energy Partners Reports First Quarter 2015 Results LOS ANGELES, May 5, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the first quarter 2015. Key Highlights • Increased total production to 5.1 MMBoe, a 57% increase from the first quarter of 2014 and a 21% increase from the fourth

May 5, 2015 8-K

Breitburn Energy Partners 8-K (Current Report/Significant Event)

8K Q1 2015 Earnings Release 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 5, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 bbep3311510q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 00

April 27, 2015 DEF 14A

Breitburn Energy Partners DEF 14A

2015 Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 27, 2015 DEFA14A

Breitburn Energy Partners DEFA14A

2015 Notice and Access UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 16, 2015 EX-24

EX-24

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Roberta E.

April 14, 2015 EX-10.4

Indenture, dated as of April 8, 2015, by and among Breitburn Energy Partners LP, Breitburn Operating LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on April 14, 2015).

Exhibit 10.4 EXECUTION VERSION BREITBURN ENERGY PARTNERS LP BREITBURN OPERATING LP BREITBURN FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 9.25% SENIOR SECURED SECOND LIEN NOTES DUE 2020 INDENTURE Dated as of April 8, 2015 U.S. BANK NATIONAL ASSOCIATION, As Trustee and Collateral Agent EXECUTION VERSION TABLE OF CONTENTS Page Contents Article 1 DEFINITIONS AND INCORPOR

April 14, 2015 EX-10.2

BOARD REPRESENTATION AND STANDSTILL AGREEMENT

Exhibit 10.2 Execution Version BOARD REPRESENTATION AND STANDSTILL AGREEMENT THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT, dated as of April 8, 2015 (this ?Agreement?), is entered into by and among Breitburn GP LLC, a Delaware limited liability company (the ?General Partner?), Breitburn Energy Partners LP, a Delaware limited partnership (the ?Partnership? and, together with the General Partn

April 14, 2015 EX-4.1

Registration Rights Agreement, dated April 8, 2015, by and among Breitburn Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 14, 2015).

Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG BREITBURN ENERGY PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETO REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2015, by and among Breitburn Energy Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set

April 14, 2015 EX-10.5

SECURITY AGREEMENT

Exhibit 10.5 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Security Agreement?) is executed as of April 8, 2015, by BREITBURN OPERATING LP, a Delaware limited partnership (the ?Company?), Breitburn Energy Partners LP, a Delaware limited partnership (the ?Parent Debtor?), BREITBURN FINANCE CORPORATION, a Delaware corporation (?Finance Corp.? and, together with the Company and

April 14, 2015 EX-10.7

first AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.7 Execution Version first AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this ?Amendment?) is dated effective as of April 8, 2015, by and among BREITBURN OPERATING LP, a Delaware limited partnership (the ?Company?), BREITBURN ENERGY PARTNERS LP, as Parent Guarantor (the ?Parent?), BreitBurn

April 14, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 14, 2015 (April 8, 2015) BRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 14, 2015 (April 8, 2015) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizatio

April 14, 2015 EX-10.1

AMENDED AND RESTATED SERIES B PREFERRED UNIT PURCHASE AGREEMENT among BREITBURN ENERGY PARTNERS LP and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS

Exhibit 10.1 Execution Version AMENDED AND RESTATED SERIES B PREFERRED UNIT PURCHASE AGREEMENT among BREITBURN ENERGY PARTNERS LP and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Article II AGREEMENT TO SELL AND PURCHASE 7 Section 2.01 Purchase 7 Section 2.02 Closing 8 Section 2.03 Deliveries at Closing 8 Section 2.04 Further Assurances 10 A

April 14, 2015 EX-3.1

Third Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 14, 2015).

Exhibit 3.1 Execution Version THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BREITBURN ENERGY PARTNERS LP Table of Contents Page Article I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 23 Article II ORGANIZATION Section 2.1 Formation 23 Section 2.2 Name 23 Section 2.3 Principal Office; Other Offices 23 Section 2.4 Purpose and Business 24 Section 2.5 Powers 24 Secti

April 14, 2015 EX-10.6

INTERCREDITOR AGREEMENT dated as of April 8, 2015 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Priority Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Trustee, BREITBURN ENERGY PARTNERS LP, BREITBURN FINANCE CORPORATION, an

Exhibit 10.6 Execution Version INTERCREDITOR AGREEMENT dated as of April 8, 2015 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Priority Lien Agent, U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Trustee, BREITBURN ENERGY PARTNERS LP, BREITBURN FINANCE CORPORATION, and BREITBURN OPERATING LP and the Subsidiaries of Breitburn Energy Partners LP named herein THIS IS THE INTERCREDITOR AG

April 14, 2015 EX-99.1

Breitburn Energy Partners Closes $1 Billion Strategic Investment by EIG Global Energy Partners

Breitburn Energy Partners Closes $1 Billion Strategic Investment by EIG Global Energy Partners LOS ANGELES, April 8, 2015 ? Breitburn Energy Partners LP (NASDAQ:BBEP) today announced that it closed the previously announced private offerings of $350 million of Series B perpetual convertible preferred units and $650 million of senior secured notes (Senior Notes) to investment funds managed by EIG, and other purchasers.

April 14, 2015 EX-10.3

BREITBURN ENERGY PARTNERS LP BREITBURN OPERATING LP BREITBURN FINANCE CORPORATION 9.25% Senior Secured Second Lien Notes due 2020 AMENDED AND RESTATED PURCHASE AGREEMENT

Exhibit 10.3 Execution Version $650,000,000 BREITBURN ENERGY PARTNERS LP BREITBURN OPERATING LP BREITBURN FINANCE CORPORATION 9.25% Senior Secured Second Lien Notes due 2020 AMENDED AND RESTATED PURCHASE AGREEMENT April 8, 2015 The Purchasers named in Schedule I attached hereto Ladies and Gentlemen: Breitburn Energy Partners LP, a Delaware limited partnership (the ?Partnership?), Breitburn Operati

April 7, 2015 8-K

Breitburn Energy Partners FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 7, 2015 (April 1, 2015) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization

April 2, 2015 EX-99.1

Breitburn Energy Partners Announces $1 Billion Strategic Investment by EIG Global Energy Partners

EX-99.1 4 v406368ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Announces $1 Billion Strategic Investment by EIG Global Energy Partners Anchors Comprehensive Plan to Materially Enhance Liquidity, Visibility, and Strategic Capability · Investment consists of $350 million of perpetual convertible preferred equity and $650 million of senior secured notes · Amending credit facility to

April 2, 2015 EX-10.2

BREITBURN ENERGY PARTNERS LP BREITBURN OPERATING LP BREITBURN FINANCE CORPORATION 9.25% Senior Secured Second Lien Notes due 2020 PURCHASE AGREEMENT

EX-10.2 3 v406368ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION $650,000,000 BREITBURN ENERGY PARTNERS LP BREITBURN OPERATING LP BREITBURN FINANCE CORPORATION 9.25% Senior Secured Second Lien Notes due 2020 PURCHASE AGREEMENT March 27, 2015 Representative and the Purchasers named in Schedule I attached hereto Ladies and Gentlemen: Breitburn Energy Partners LP, a Delaware limited partnership (the “

April 2, 2015 EX-10.1

SERIES B PREFERRED UNIT PURCHASE AGREEMENT BREITBURN ENERGY PARTNERS LP THE PURCHASERS PARTY HERETO TABLE OF CONTENTS

Exhibit 10.1 Execution Version SERIES B PREFERRED UNIT PURCHASE AGREEMENT among BREITBURN ENERGY PARTNERS LP and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Article II AGREEMENT TO SELL AND PURCHASE 7 Section 2.01 Purchase 7 Section 2.02 Closing 8 Section 2.03 Deliveries at Closing 8 Section 2.04 Further Assurances 10 Article III REPRESENTA

April 2, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 2, 2015 (March 27, 2015) BRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 2, 2015 (March 27, 2015) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizatio

March 23, 2015 8-K

Regulation FD Disclosure, Other Events

Form 8-K 03.23.2105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 23, 2015 (March 18, 2015) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorpo

March 3, 2015 EX-99.1

Breitburn Energy Partners Reports Fourth Quarter and Full Year 2014 Results

EX-99.1 2 a2014q4exhibit991earnings.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Reports Fourth Quarter and Full Year 2014 Results LOS ANGELES, March 3, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the fourth quarter and full year 2014. Key Highlights • Closed on the acquisitions of QR Energy and strategic bolt-on acreage in the P

March 3, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 3, 2015 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-33055 (Com

March 3, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 3, 2015 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizati

March 3, 2015 EX-99.1

Breitburn Energy Partners Reports Fourth Quarter and Full Year 2014 Results

EX-99.1 2 a2014q4exhibit991earnings.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Reports Fourth Quarter and Full Year 2014 Results LOS ANGELES, March 3, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the fourth quarter and full year 2014. Key Highlights • Closed on the acquisitions of QR Energy and strategic bolt-on acreage in the P

March 2, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2014 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-33055 Breitburn Energy Partners

March 2, 2015 EX-10.51

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (For Directors)

Exhibit 10.51 BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (For Directors) Pursuant to this Restricted Phantom Unit Agreement (the ?Agreement?), Breitburn GP LLC (the ?Company?), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the ?Partnership?), hereby grants to [Name] (the ?Participant?) the following award o

March 2, 2015 EX-99.4

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE

Exhibit 99.4 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 13640 BRIARWICK DRIVE, SUITE 100 AUSTIN, TEXAS 78729-1707 512-249-7000 306 WEST SEVENTH STREET, SUITE 302 FORT WORTH, TEXAS 76102-4987 817- 336-2461 www.cgaus.com 1000 LOUISIANA STREET, SUITE 625 HOUSTON, TEXAS 77002-5008 713-651-9944 January 22, 2015 Mr. Mark L. Pease Breitburn Management Company, LLC 600 Travis Street, Suite

March 2, 2015 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to the partnership $ 421,333 $ (43,671

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, 2014 2013 2012 2011 2010 Earnings Available for Fixed Charges Net income (loss) attributable to the partnership $ 421,333 $ (43,671 ) $ (40,801 ) $ 110,497 $ 34,751 Add: income tax expense (benefit) (73 ) 905 84 1,188 (204 ) Less: income from equity investments (31 ) 5

March 2, 2015 EX-21.1

SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP

Exhibit 21.1 SUBSIDIARIES OF BREITBURN ENERGY PARTNERS LP Name Jurisdiction Breitburn Operating GP LLC Delaware Breitburn Operating LP Delaware Alamitos Company California Breitburn Florida LLC Delaware Breitburn Sawtelle LLC Delaware GTG Pipeline LLC Virginia Mercury Michigan Company, LLC Michigan Phoenix Production Company Wyoming Breitburn Transpetco LP LLC Delaware Breitburn Transpetco GP LLC

March 2, 2015 EX-99.1

February 12, 2015

Exhibit 99.1 February 12, 2015 Mr. Mark L. Pease Breitburn Management Company, LLC 600 Travis Street, Suite 4800 Houston, Texas 77002 Dear Mr. Pease: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2014, to the Breitburn Operating L.P. (BOLP) interest in certain oil and gas properties located in California, Florida, Texas, and Wyoming.

March 2, 2015 EX-10.50

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT

Exhibit 10.50 (General Employee Form) BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT Pursuant to this Restricted Phantom Unit Agreement (the ?Agreement?), Breitburn GP LLC (the ?Company?), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the ?Partnership?), hereby grants to Name (the ?Participant?) the following a

March 2, 2015 EX-10.37

FIRST AMENDMENT TO BREITBURN ENERGY PARTNERS LP 2006 LONG TERM INCENTIVE PLAN CONVERTIBLE PHANTOM UNIT AGREEMENTS

Exhibit 10.37 FIRST AMENDMENT TO BREITBURN ENERGY PARTNERS LP 2006 LONG TERM INCENTIVE PLAN CONVERTIBLE PHANTOM UNIT AGREEMENTS This First Amendment (this ?Amendment?) to the Convertible Phantom Unit Agreement by and between Breitburn GP LLC (?Breitburn GP?) and (the ?Participant?), with a grant date of January 28, 2013 (the ?2013 CPU Agreement?) and issued under the Breitburn Energy Partners LP?s

March 2, 2015 EX-99.3

Table 1 Estimated Net Reserves And Income Certain Illinois And Michigan Basin Proved Oil And Gas Interests Unescalated Prices And Costs Breitburn Management Company, LLC As Of 31 December 2014 Proved Producing Reserves Proved Non-producing Reserves P

Exhibit 99.3 PetroTechnical Services Division of Schlumberger Technology Corporation 4600 J. Barry Court Suite 200 Canonsburg, PA 15317 USA Tel: 724-416-9700 Fax: 724-416-9705 23 January 2015 Mark L. Pease Breitburn Management Company, LLC 600 Travis Street, Suite 4800 Houston, Texas 77002 Dear Mr. Pease: At the request of Breitburn Management Company, LLC (Breitburn), through their letter of enga

March 2, 2015 EX-10.49

BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT

Exhibit 10.49 (Employment Agreement Form) BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT Pursuant to this Restricted Phantom Unit Agreement (the ?Agreement?), Breitburn GP LLC (the ?Company?), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the ?Partnership?), hereby grants to Name (the ?Participant?) the followi

March 2, 2015 EX-10.38

FIRST AMENDMENT TO BREITBURN ENERGY PARTNERS LP 2006 LONG TERM INCENTIVE PLAN CONVERTIBLE PHANTOM UNIT AGREEMENTS

Exhibit 10.38 FIRST AMENDMENT TO BREITBURN ENERGY PARTNERS LP 2006 LONG TERM INCENTIVE PLAN CONVERTIBLE PHANTOM UNIT AGREEMENTS This First Amendment (this ?Amendment?) to the Convertible Phantom Unit Agreement by and between Breitburn GP LLC (?Breitburn GP?) and [NAME] (the ?Participant?), with a grant date of January 29, 2014 (the ?2014 CPU Agreement?) and issued under the Breitburn Energy Partne

March 2, 2015 EX-99.2

January 27, 2015

Exhibit 99.2 January 27, 2015 Mr. Mark L. Pease Breitburn Management Company, LLC 600 Travis Street, Suite 4800 Houston, Texas 77002 Dear Mr. Pease: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2014, to the Breitburn Operating L.P. (BOLP) interest in certain oil and gas properties located in the United States. We completed our evalua

January 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) January 30, 2015 (January 26, 2015) Breitburn Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of in

January 26, 2015 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No.

January 16, 2015 424B3

BREITBURN ENERGY PARTNERS LP 19,739,092 Common Units Representing Limited Partner Interests

424B3 1 d842064d424b3.htm 424B3 Table of Contents File pursuant to Rule 424(b)(3) Registration No. 333-201396 PROSPECTUS BREITBURN ENERGY PARTNERS LP 19,739,092 Common Units Representing Limited Partner Interests Up to 19,739,092 common units representing limited partner interests in us may be offered and sold from time to time by the selling unitholders named in this prospectus, who acquired the

January 8, 2015 EX-23.10

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

EX-23.10 Exhibit 23.10 CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC. As independent petroleum engineers, CAWLEY, GILLESPIE & ASSOCIATES, INC., we hereby consent to the inclusion or incorporation by reference in this Registration Statement on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated January 16, 2014 entitled Reserve Evaluation BreitBurn Manageme

January 8, 2015 EX-23.8

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

EX-23.8 Exhibit 23.8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Registration Statement on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated January 29, 2014, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operatin

January 8, 2015 EX-23.7

CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS

EX-23.7 Exhibit 23.7 CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Breitburn Energy Partners LP (the “Registration Statement”) of our letter report dated February 15, 2012, with respect to the proved oil, gas and natural gas liquids reserves and

January 8, 2015 EX-15.1

January 8, 2015

EX-15.1 Exhibit 15.1 January 8, 2015 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas pr

January 8, 2015 EX-23.9

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

EX-23.9 Exhibit 23.9 CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION As independent petroleum engineers, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in this Registration Statement on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated 31 January 2014 entitled Reserve a

January 8, 2015 S-3

BBEP / Breitburn Energy Partners LP S-3 - - S-3

S-3 1 d842064ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREITBURN ENERGY PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1311 74-3169953 (State or other j

January 6, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report January 6, 2015 (January 2, 2015) Breitburn Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of incorporation or organization (Commiss

January 6, 2015 EX-99.1

Breitburn Energy Partners Declares Common and Preferred Unit Distributions, Provides Preliminary Operating Information for 2014 and Full Year 2015 Guidance

EX-99.1 2 a20150106exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners Declares Common and Preferred Unit Distributions, Provides Preliminary Operating Information for 2014 and Full Year 2015 Guidance LOS ANGELES, January 2, 2015 - Breitburn Energy Partners LP (NASDAQ:BBEP) announced today: • A cash distribution per Common Unit of $0.0833 for the first month attributable to the fou

November 24, 2014 EX-15.1

November 21, 2014

EX-15.1 5 v395037ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 November 21, 2014 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating

November 24, 2014 EX-99.2

Breitburn Energy Partners Acquires QR Energy, Elects Donald D. Wolf to Board and Announces Common Unit Distribution Increase and Monthly Preferred Distribution

Exhibit 99.2 Breitburn Energy Partners Acquires QR Energy, Elects Donald D. Wolf to Board and Announces Common Unit Distribution Increase and Monthly Preferred Distribution LOS ANGELES, November 20, 2014 – Breitburn Energy Partners LP (NASDAQ:BBEP) announced that it completed the acquisition of QR Energy, LP on November 19, 2014. In connection with the acquisition, Breitburn has elected Donald D.

November 24, 2014 EX-23.10

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

Exhibit 23.10 CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC. As independent petroleum engineers, CAWLEY, GILLESPIE & ASSOCIATES, INC., we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated January 16, 2014 e

November 24, 2014 EX-99.3

Breitburn Energy Partners LP and Subsidiaries Unaudited Pro Forma Combined Balance Sheet As of September 30, 2014

EX-99.3 5 v394999ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 bREITBurn Energy Partners L.P. Page Unaudited Pro Forma Combined Balance Sheet as of September 30, 2014 1 Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 2014 2 Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2013 3 Notes to Unaudited Pro Forma Combined Financial

November 24, 2014 EX-23.7

CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS

Exhibit 23.7 CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-181531 on Form S-3 of Breitburn Energy Partners LP (the “Registration Statement”) of our letter report dated February 15, 2012, with respect to the proved oil,

November 24, 2014 EX-23.9

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

Exhibit 23.9 CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION As independent petroleum engineers, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “Registration Statement”) of information from our firm’s reserves r

November 24, 2014 EX-99.1

QR Energy Unitholders Approve Merger with Breitburn Energy Partners

Exhibit 99.1 QR Energy Unitholders Approve Merger with Breitburn Energy Partners LOS ANGELES & HOUSTON, November 18, 2014 – Breitburn Energy Partners LP (NASDAQ: BBEP) and QR Energy, LP (NYSE: QRE) today announced that the unitholders of QR Energy have approved the proposed merger of Breitburn Energy Partners and QR Energy. At a special meeting held today by QR Energy, approximately 97% of votes c

November 24, 2014 EX-4.8

BREITBURN ENERGY PARTNERS LP BREITBURN FINANCE CORPORATION the Guarantors named herein 8.625% SENIOR NOTES DUE 2020 SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 Dated as of October 6, 2010 U.S. BANK NATIONAL ASSOCIATION, As Trustee

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 To 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

November 24, 2014 EX-23.8

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

Exhibit 23.8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “Registration Statement”) of information from our firm’s reserves report dated January 29, 2014, entitled Estimates of Reserve

November 24, 2014 EX-25.3

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

EX-25.3 16 v395037ex25-3.htm EXHIBIT 25.3 Exhibit 25.3 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its cha

November 24, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2014 (November 19, 2014) Breitburn Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

November 24, 2014 POSASR

BBEP / Breitburn Energy Partners LP POSASR - - FORM POSASR

As filed with the Securities and Exchange Commission on November 24, 2014 Registration No.

November 24, 2014 EX-4.9

BREITBURN ENERGY PARTNERS LP BREITBURN FINANCE CORPORATION the Guarantors named herein 7.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2014 Dated as of January 13, 2012 U.S. BANK NATIONAL ASSOCIATION, As Trustee

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 Energ

November 24, 2014 EX-10.1

THIRD AMENDED AND RESTATED CREDIT AGREEMENT BREITBURN OPERATING LP, as the borrower BreitBurn Energy Partners LP, as parent guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent, Swing line lender and issuing lender AND THE FINANC

Exhibit 10.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CREDIT AGREEMENT among BREITBURN OPERATING LP, as the borrower and BreitBurn Energy Partners LP, as parent guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent, Swing line lender and issuing lender AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as lenders BANK OF AMERICA, N.A. THE BANK OF MONTREAL BARCLA

November 10, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2014 Breitburn Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

November 10, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2014 Breitburn Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.

November 7, 2014 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

November 7, 2014 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 6, 2014 (October 6, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other j

November 7, 2014 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

EX-99.1 3 v393329ex99-1.htm EXHIBIT 99.1 Table of Contents Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tran

November 7, 2014 EX-99.2

Breitburn Energy Partners LP and Subsidiaries Unaudited Pro Forma Combined Balance Sheet As of September 30, 2014

EX-99.2 4 v393329ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 bREITBurn Energy Partners L.P. Page Unaudited Pro Forma Combined Balance Sheet as of September 30, 2014 1 Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 2014 2 Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2013 3 Notes to Unaudited Pro Forma Combined Financial

November 7, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 8-K/A

425 1 v3933298ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 6, 2014 (October 6, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 7

November 7, 2014 EX-99.2

Breitburn Energy Partners LP and Subsidiaries Unaudited Pro Forma Combined Balance Sheet As of September 30, 2014

Exhibit 99.2 bREITBurn Energy Partners L.P. Page Unaudited Pro Forma Combined Balance Sheet as of September 30, 2014 1 Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 2014 2 Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2013 3 Notes to Unaudited Pro Forma Combined Financial Statements 4 Breitburn Energy Partners LP

November 7, 2014 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands)

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, Nine Months Ended 2009 2010 2011 2012 2013 September 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income from equity investees $ (108,940 ) $ 33,847 $ 111,050 $ (41,409 ) $ (43,287 ) $ 16,542 Add: Fixed charges 32,966 36,855 43,538 67,990

November 7, 2014 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands)

Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Year Ended December 31, Nine Months Ended 2009 2010 2011 2012 2013 September 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income from equity investees $ (108,940 ) $ 33,847 $ 111,050 $ (41,409 ) $ (43,287 ) $ 16,542 Add: Fixed charges 32,966 36,855 43,538 67,990

November 5, 2014 EX-99.1

Breitburn Energy Partners Reports Third Quarter 2014 Results

EX-99.1 2 a2014q3exhibit991earnings.htm EXHIBIT Exhibit 99.1 Breitburn Energy Partners Reports Third Quarter 2014 Results LOS ANGELES, November 5, 2014 - Breitburn Energy Partners LP (NASDAQ:BBEP) today announced financial and operating results for the third quarter of 2014. Key Highlights for the Third Quarter 2014: • Total production was 3.4 MMBoe, which represents an 8% increase from the third

November 5, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-33055 Breitburn Energy

November 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 5, 2014 BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-33055 (

November 5, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership (“QR Energy”) and Breit

November 5, 2014 EX-10.3

AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY, LLC

EX-10.3 4 q3201410-qex103.htm EXHIBIT Exhibit 10.3 AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY, LLC This Amendment No. 4 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) by and between Pacific Coast Energy Company LP, a Delaware limited partner

November 5, 2014 EX-10.2

AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY, LLC

EX-10.2 3 q3201410-qex102.htm EXHIBIT Exhibit 10.2 AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY, LLC This Amendment No. 3 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) by and between Pacific Coast Energy Company LP, a Delaware limited partner

November 5, 2014 EX-10.1

AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY, LLC

EX-10.1 2 q3201410-qex101.htm EXHIBIT Exhibit 10.1 AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN PACIFIC COAST ENERGY COMPANY LP AND BREITBURN MANAGEMENT COMPANY, LLC This Amendment No. 2 to the Third Amended and Restated Administrative Services Agreement, as amended (the “ASA”) by and between Pacific Coast Energy Company LP, a Delaware limited partner

October 28, 2014 EX-99.1

Breitburn Energy Partners Acquires Bolt-On Properties in Permian Basin

Exhibit 99.1 Breitburn Energy Partners Acquires Bolt-On Properties in Permian Basin LOS ANGELES, October 27, 2014 - Breitburn Energy Partners LP (NASDAQ:BBEP) announced that it acquired oil and gas properties adjacent to its existing Midland Basin operating areas from Antares Energy (ASX:AZZ) on October 24, 2014. The purchase price is $50 million, subject to customary post-closing adjustments, plu

October 28, 2014 EX-10.1

CONTRIBUTION AGREEMENT ANTARES ENERGY COMPANY, AS ANTARES BREITBURN OPERATING LP AS BREITBURN Executed on October 24, 2014 TABLE OF CONTENTS

Exhibit 10.1 CONTRIBUTION AGREEMENT BETWEEN ANTARES ENERGY COMPANY, AS ANTARES AND BREITBURN OPERATING LP AS BREITBURN Executed on October 24, 2014 TABLE OF CONTENTS Page ARTICLE 1 CONTRIBUTION AND CONSIDERATION 1 Section 1.1 Contribution and Consideration 1 Section 1.2 Assets 1 Section 1.2 Excluded Assets 3 Section 1.4 Effective Time; Proration of Costs and Revenues 4 Section 1.5 Delivery and Mai

October 28, 2014 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 a20141024form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 28, 2014 (October 24, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (Sta

October 17, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership, and Breitburn Energy P

October 17, 2014 424B3

QR Energy, LP MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-198277 QR Energy, LP MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Dear Unitholder: On July 23, 2014, QR Energy, LP (“QRE”) and Breitburn Energy Partners LP (“Breitburn”) entered into a merger agreement, pursuant to which a subsidiary of Breitburn will merge with and into QRE, with QRE continuing as the surviving entity an

October 16, 2014 CORRESP

BBEP / Breitburn Energy Partners LP CORRESP - -

CORRESP October 16, 2014 H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Breitburn Energy Partners LP Registration Statement on Form S-4 File No. 333-198277 Ladies and Gentlemen: On behalf of Breitburn Energy Partners LP (the “Partnership”) and pursuant to Rule 461 promulgated un

October 16, 2014 EX-15.1

October 15, 2014

EX-15.1 Exhibit 15.1 October 15, 2014 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas p

October 16, 2014 S-4/A

BBEP / Breitburn Energy Partners LP S-4/A - - S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on October 15, 2014 Registration No.

October 15, 2014 CORRESP

BBEP / Breitburn Energy Partners LP CORRESP - -

CORRESP October 15, 2014 H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Breitburn Energy Partners LP Amendment No. 2 to Registration Statement on Form S-4 Filed October 9, 2014 File No. 333-198277 Ladies and Gentleman: Set forth below are the responses of Breitburn Energy Partne

October 10, 2014 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 10, 2014 (October 7, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organiz

October 10, 2014 EX-99.1

Breitburn Energy Partners LP Announces Pricing of Public Offering of 14,000,000 Common Units

EX-99.1 5 v391010ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Breitburn Energy Partners LP Announces Pricing of Public Offering of 14,000,000 Common Units LOS ANGELES, October 7, 2014 — Breitburn Energy Partners LP (NASDAQ:BBEP) announced today the pricing of its public offering of 14,000,000 common units representing limited partner interests in Breitburn (Common Units) at a price to the public of $18.64

October 10, 2014 EX-99.3

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR Proposals 1, 2 and 3. For Against Abstain +

EX-99.3 5 d776596dex993.htm EX-99.3 Exhibit 99.3 PRELIMARY PROXY CARD DATED OCTOBER 9, 2014- SUBJECT TO COMPLETION Admission Ticket Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet

October 10, 2014 S-4/A

BBEP / Breitburn Energy Partners LP S-4/A - - S-4/A

S-4/A As filed with the Securities and Exchange Commission on October 9, 2014 Registration No.

October 10, 2014 EX-1.1

14,000,000 Common Units Representing Limited Partner Interests BREITBURN ENERGY PARTNERS LP UNDERWRITING AGREEMENT

EX-1.1 2 v391010ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 14,000,000 Common Units Representing Limited Partner Interests BREITBURN ENERGY PARTNERS LP UNDERWRITING AGREEMENT October 7, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Underwriters named in Schedule I attached hereto c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Pa

October 8, 2014 424B5

SUBJECT TO COMPLETION, DATED OCTOBER 8, 2014

424B5 1 d796699d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-181531 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not solic

October 7, 2014 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Offering Price Per Unit Aggregate Offering Price Amount of Registration Fee(2) Common Units representing limited partner interests 16,100,00

424B2 1 d800896d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-181531 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Offering Price Per Unit Aggregate Offering Price Amount of Registration Fee(2) Common Units representing limited partner interests 16,100,000 $18.64 $300,104,000 $34,873(1) (1) In

October 6, 2014 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Six Months Year Ended December 31, Ended 2009 2010 2011 2012 2013 June 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income fro

EX-12.1 Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Six Months Year Ended December 31, Ended 2009 2010 2011 2012 2013 June 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income from equity investees $ (108,940 ) $ 33,847 $ 111,050 $ (41,409 ) $ (43,287 ) $ (114,823 ) Add: Fixed charges 32,966 36,855 43,538 6

October 6, 2014 EX-99.1

Breitburn Energy Partners LP Announces Public Offering of Common Units

EX-99.1 6 d796723dex991.htm EX-99.1 Exhibit 99.1 Breitburn Energy Partners LP Announces Public Offering of Common Units LOS ANGELES, October 6, 2014 — Breitburn Energy Partners LP (Breitburn) (NASDAQ:BBEP) announced today that it has commenced a public offering, subject to market and other conditions, of 14,000,000 common units representing limited partner interests in Breitburn (Common Units). Br

October 6, 2014 EX-99.1

Breitburn Energy Partners LP Announces Public Offering of Common Units

EX-99.1 Exhibit 99.1 Breitburn Energy Partners LP Announces Public Offering of Common Units LOS ANGELES, October 6, 2014 — Breitburn Energy Partners LP (Breitburn) (NASDAQ:BBEP) announced today that it has commenced a public offering, subject to market and other conditions, of 14,000,000 common units representing limited partner interests in Breitburn (Common Units). Breitburn intends to grant the

October 6, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - FORM 8-K

425 1 d796723d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 6, 2014 (October 6, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State

October 6, 2014 EX-99.2

INDEX TO FINANCIAL STATEMENTS QR ENERGY, LP AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2013 and 2012 F-3 Consolidated Statements of Operations f

EX-99.2 7 d796723dex992.htm EX-99.2 Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS QR ENERGY, LP AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2013 and 2012 F-3 Consolidated Statements of Operations for the Years ended December 31, 2013, 2012 and 2011 F-4 Consolidated Statements of Comprehensive Inco

October 6, 2014 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, the merger agreement provides for the merger of Merger Sub, a subsidiary of Breitburn, with and into QRE, with QRE surviving the merger as a wholly-owned subsidiary of Breitburn. The pro forma financial statements have been prepare

October 6, 2014 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, the merger agreement provides for the merger of Merger Sub, a subsidiary of Breitburn, with and into QRE, with QRE surviving the merger as a wholly-owned subsidiary of Breitburn. The pro forma financial statements have been prepare

October 6, 2014 424B5

Subject to Completion Preliminary Prospectus Supplement dated October 6, 2014

424B5 1 d796697d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-181531 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not solic

October 6, 2014 EX-99.2

INDEX TO FINANCIAL STATEMENTS QR ENERGY, LP AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2013 and 2012 F-3 Consolidated Statements of Operations f

EX-99.2 7 d796723dex992.htm EX-99.2 Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS QR ENERGY, LP AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2013 and 2012 F-3 Consolidated Statements of Operations for the Years ended December 31, 2013, 2012 and 2011 F-4 Consolidated Statements of Comprehensive Inco

October 6, 2014 EX-12.1

Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Six Months Year Ended December 31, Ended 2009 2010 2011 2012 2013 June 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income fro

EX-12.1 Exhibit 12.1 Breitburn Energy Partners LP Computation of Ratio of Earnings to Fixed Charges (In thousands) Six Months Year Ended December 31, Ended 2009 2010 2011 2012 2013 June 30, 2014 Earnings Available for Fixed Charges Pre-tax income (loss) before income from equity investees $ (108,940 ) $ 33,847 $ 111,050 $ (41,409 ) $ (43,287 ) $ (114,823 ) Add: Fixed charges 32,966 36,855 43,538 6

October 6, 2014 8-K

Regulation FD Disclosure

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 6, 2014 (October 6, 2014) BREITBURN ENERGY PARTNERS LP (Exact name of Registrant as specified in its charter) Delaware 001-33055 74-3169953 (State or other jurisdictio

September 25, 2014 EX-23.10

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

EX-23.10 Exhibit 23.10 CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC. As independent petroleum engineers, CAWLEY, GILLESPIE & ASSOCIATES, INC. hereby consents to the inclusion or incorporation by reference in this Registration Statement on Form S-4/A of Breitburn Energy Partners LP of information from our firm’s reserves report dated January 16, 2014 entitled Reserve Evaluation BreitBurn Manageme

September 25, 2014 EX-23.9

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

EX-23.9 Exhibit 23.9 CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION As independent petroleum engineers, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in this Registration Statement on Form S-4/A of Breitburn Energy Partners LP of information from our firm’s reserves report dated 31 January 2014 entitled Reserv

September 25, 2014 S-4/A

BBEP / Breitburn Energy Partners LP S-4/A - - S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on September 25, 2014 Registration No.

September 25, 2014 EX-15.1

September 24, 2014

EX-15.1 Exhibit 15.1 September 24, 2014 The Board of Directors of Breitburn GP, LLC and Unitholders of Breitburn Energy Partners LP 515 S. Flower Street, Suite 4800 Los Angeles, California 90071 We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas

September 25, 2014 EX-99.1

Board of Directors

EX-99.1 Exhibit 99.1 Board of Directors QR Energy, LP 1401 McKinney Street Suite 2700 Houston, TX 77010 Members of the Board of Directors: We hereby consent to the inclusion of (i) our opinion letter, dated July 23, 2014, to the Board of Directors of QR Energy, LP (“QRE”) as Annex C to the joint proxy statement/prospectus included in the Registration Statement of Breitburn Energy Partners LP (“Bre

September 25, 2014 CORRESP

BBEP / Breitburn Energy Partners LP CORRESP - -

CORRESP September 25, 2014 H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Breitburn Energy Partners LP Registration Statement on Form S-4 Filed August 21, 2014 File No. 333-198277 Form 10-K for Fiscal Year Ended December 31, 2013 Filed February 28, 2014 File No. 1-33055 Ladies a

September 25, 2014 EX-99.2

Heritage Plaza | 1111 Bagby, Suite 4900 | Houston, Texas 77002 | www.TPHco.com Tudor, Pickering, Holt & Co. Securities, Inc. | Tudor, Pickering, Holt & Co. Advisors, LLC | Members FINRA/SIPC

EX-99.2 Exhibit 99.2 September 25, 2014 The Conflicts Committee of the Board of Directors QRE GP LLC 5 Houston Center 1401 McKinney Street, Suite 2400 Houston, Texas 77010 Re: Amendment No. 1 to Registration Statement on Form S-4 of Breitburn Energy Partners, LP filed on or about September 25, 2014 Gentlemen: Reference is made to our opinion letter, dated July 23, 2014, with respect to the fairnes

September 25, 2014 EX-23.8

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

EX-23.8 Exhibit 23.8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Registration Statement on Form S-4/A of Breitburn Energy LP of information from our firm’s reserves report dated January 29, 2014, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operating L.P.

September 18, 2014 425

BBEP / Breitburn Energy Partners LP 425 - Merger Prospectus - 425

Filed by Breitburn Energy Partners LP Commission File No. 001-33055 Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: QR Energy, LP Commission File No. 001-35010 This filing relates to a proposed business combination involving QR Energy, LP, a Delaware limited partnership, and Breitburn Energy P

August 21, 2014 EX-23.7

CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS

EX-23.7 Exhibit 23.7 CONSENT OF MILLER AND LENTS, LTD. INDEPENDENT PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference in this Registration Statement on Form S-4 and Joint Proxy Statement of Breitburn Energy Partners, LP and QR Energy, LP of our letter reports dated January 29, 2013 and November 12, 2013, with respect to the proved oil, gas a

August 21, 2014 EX-23.9

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

EX-23.9 Exhibit 23.9 CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION As independent petroleum engineers, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in this Registration Statement on Form S-4 of Breitburn Energy Partners LP of information from our firm’s reserves report dated 31 January 2014 entitled Reserve

August 21, 2014 EX-99.1

Board of Directors

EX-99.1 Exhibit 99.1 Board of Directors QR Energy, LP 1401 McKinney Street Suite 2700 Houston, TX 77010 Members of the Board of Directors: We hereby consent to the inclusion of (i) our opinion letter, dated July 23, 2014, to the Board of Directors of QR Energy, LP (“QRE”) as Annex C to the joint proxy statement/prospectus included in the Registration Statement of Breitburn Energy Partners LP (“Bre

August 21, 2014 EX-23.10

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

EX-23.10 Exhibit 23.10 CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC. As independent petroleum engineers, CAWLEY, GILLESPIE & ASSOCIATES, INC. hereby consents to the inclusion or incorporation by reference in this Registration Statement on Form S-4 of Breitburn Energy Partners LP of information from our firm’s reserves report dated January 16, 2014 entitled Reserve Evaluation BreitBurn Management

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