BREITBURN ENERGY PARTNERS LP (OTCMKTS:BBEPQ) Files An 8-K Entry into a Material Definitive Agreement

BREITBURN ENERGY PARTNERS LP (OTCMKTS:BBEPQ) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

Third Amendment to DIP Credit Facility
As previously reported, on May 15, 2016, Breitburn Energy
Partners LP (the Partnership) and certain of its affiliates filed
voluntary petitions for relief (and the cases commenced thereby,
the Chapter 11 Cases) under chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York (the Bankruptcy Court). The Chapter
11 Cases are being administered jointly under the caption In re
Breitburn Energy Partners LP, et al., Case No. 16-11390.
On May 23, 2016, in connection with the Chapter 11 Cases, a
Debtor-in-Possession Credit Facility (the DIP Credit Facility)
was entered into among Breitburn Operating LP, a wholly owned
subsidiary of the Partnership, as borrower (the DIP Borrower),
the lenders party thereto and Wells Fargo, National Association,
as administrative agent (the Administrative Agent).
On May 10, 2017, the Bankruptcy Court entered an order approving
that certain Third Amendment to Debtor-in-Possession Credit
Agreement, dated effective as of May 11, 2017, by and among the
DIP Borrower, the Partnership, the lenders party thereto (the DIP
Lenders) and the Administrative Agent (the Third Amendment). The
Third Amendment, among other things, extends the DIP Credit
Facilitys scheduled maturity date to September 30, 2017 and
provides for the payment of certain fees to the Administrative
Agent and the DIP Lenders.
The foregoing description of the Third Amendment does not purport
to be complete and is qualified in its entirety by reference to
the Third Amendment, which is filed as Exhibit 10.1 hereto, and
which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
The description of the Third Amendment set forth in Item 1.01 is
also incorporated into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Third Amendment to Debtor-in-Possession Credit Agreement,
dated effective as of May 11, 2016, 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.


Breitburn Energy Partners LP is an independent oil and gas partnership focused on the acquisition, exploitation and development of oil, natural gas liquid (NGL) and natural gas properties in the United States. The Company’s assets consist primarily of producing and non-producing oil, NGL and natural gas reserves located in approximately seven producing areas, which include Midwest (Michigan, Indiana and Kentucky); Ark-La-Tex (Arkansas, Louisiana and East Texas); Permian Basin in Texas and New Mexico; Mid-Continent (Oklahoma, Kansas and the Texas Panhandle); Rockies (Wyoming and Colorado); Southeast (Florida and Alabama), and California. Its midstream assets include transmission and gathering pipelines, gas processing plants, NGL recovery plants, a controlling interest in a salt water disposal company and the 120-mile Transpetco Pipeline. Its total estimated proved reserves are approximately 239.3 million barrels of oil equivalent (MMBoe).


BREITBURN ENERGY PARTNERS LP (OTCMKTS:BBEPQ) closed its last trading session down -0.0004 at 0.0395 with 56,333,788 shares trading hands.

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